The Spider
by I'mjusttryingtofindmyway
Summary: Waking up in a hero's body is one thing, being a hero is another. SI, where Peter Parker's body is taken over and the new owner realizes the world needs a hero, it needs a Spider-man. Fully using Peter's genius, the new Spider-man finds a balance between being a hero and a teenager. Will include MCEU and more. REVIEWS!
1. Being a Hero isn't a Choice

The pain felt in my hand was immense, like a hot iron pressed up against my skin. Whatever it was borrowed through my skin and into the veins in my hand. I grunted in pain holding it, trying to hold it it, but a roar of pain came out loud.

"Argh!"

And then suddenly, I realised I was somewhere else.

The floor was pristine marble reflecting my face, my skin was pale, my hair brown and I was wearing the biggest pair of circular glasses I have ever seen in my life.

"Mr. Parker, ae you okay?!" someone called out.

I looked down, the face looking back mirrored my looks. 'Was that me?' I asked myself unbelievingly. My hand stung, and looked down and saw it sewing to twice it's size with two bright red bite marks near my knuckles.

"Mr. Parker? Mr. Parker?!" someone shook me.

I blinked as I looked up and found a crowd of students looking at me. They were all looking at me like a caged exotic animal, and right before me was a woman that looked to be around fifty with black hair greying at the sides.

A name popped into my head, 'Mrs. Sonada', that was her name, she was a biology teacher, my biology teacher. I blinked, 'that's not right. I've never meet her before in my life!'

"Mr. Parker!" Mrs. Sonada called out once more, "are you okay?"

I blinked, "I-I yeah, I am," I responded on reflex, suddenly a sharp pain ran through my hand and I flinched, my hand was hurting, badly.

"That looks bad, we should get that checked out," she whispered, turning to the rest of the class and announced, "akright class we're cutting the class short! Everyone get your buddy and walk out to the parking lot!"

"Alright! Guess puny Parker was good for something after all!" a tall blond teenager yelled out to his friends.

I looked around, I was in a lad of some kind, people in lab coats were walking around, moniers showed the DNA of a human being manipulated, numbers ran through them, I didn't know how, but I understood every single one of them.

"Come Peter, I'll get you checked up," Mrs. Sonada whispered as she guided me out. Outside a large yellow school bus was waiting for us, we got on and she put me in the front with her. I could feel a fever coming on, sweat pouring down my brow. And slowly, darkness.

I remembered seeing flashes in my head. Getting off the bus and into a hospital gurdy. A doctor looking me over before informing that I was suffering from an allergic reaction. He informed me to have a week's bed rest and somehow I managed to grunt in understanding.

I remember someone picking me up, his face was aged, his hair white and cut short. But the moment I saw him I knew he loved me and cared for me. He drove to outside the city to a suburban area where he took me into a humble looking house that filled me with warmth.

I was put on a bed that was made, the moment my head hit the pillow my eyes shut for good and I began to sleep.

Memories upon memories came into my head. I could recall so many events in my head that weren't a part of my life. Names, people, mathematical formulas so advanced I knew I shouldn't be able to even think up of them, but somehow I did.

There was a school, a kid being bullied. A house and two relatives taking care of him with nothing but love and kindness. A kid growing up to be a genius without equal, but shunning his own genius out of fear for being unaccepted. And then finally I was hit with a name.

Peter Benjamin Parker.

And with a gasp I woke up.

I jumped in shock and found myself ascending towards the ceiling. Acting on instinct my body swerved, arms and feet smacking against the ceiling. There was a jerking motion, instead of falling back down I was stuck there, looking at the world upside down.

I was panting, I could feel my body cool down. I looked at my arms and feet stuck on the ceiling of my room. I pulled one hand back, pieces of the roof came peeling off, still stuck to my fingertips. I was horrified, I wanted to let go, and suddenly I was falling down.

My body twisted again and I stuck the landing on the mattress. I looked down at my hands, I could feel something there. I focused on the swirls on my fingertips, and there between the lines were small razor sharp protrusions that were curved inwards.

"Holy shit," I gasped and looked around. I found a book with the name, 'Peter B. Parker', plastered on the front. I looked at the mirror and sure enough a frail skinny teenage boy with brown hair and plae skin looked back at me.

"I'm Spider-man," I gasped in realisation.

'What the fuck?!'

 **A few days later:**

It took me a day to fully come to terms with what has happened to me. I pretend to still be sick everytime...aunty May or….uncle Ben….woah those names were strange to say. Anyway, I pretend to be still in need of bed rest and they left me alone.

I spent a day trying to remember just what the hell had happened. I was alive and well in another body, another life. And now I was here, in the body of Peter Parker, somehow with all his memories and his genius mind.

It was almost like I was Doc Ock and I took over Peter's mind in an effort to become the 'Superior Spider-man' or something. Though last I checked I wasn't a fucking super villain!

I checked my memories, or rather Peter's. The spider bite had just happened, that was the pain I felt when I...arrived? into his body.

I tried to figure out what kind of world I was living in. You know, classical Spider-man, Ultimate Spider-man, maybe one of the movie verse Spider-men? But so far I had nothing. I did however find out that in this world Tony Stark had outed himself publicly as Iron man, so there was a big chance I was currently living in some version of the Marvel movie universe.

Peter also didn't have many friends, even Harry Osborn was more of a study partner than an actual friend. No Gwen Stacy, no Mary Jane, no one. He was franky a very lonely kid.

I learnt that in this world Peter was smart, extremely smart. Scary smart. Like if he was pushed far enough he could become the next Doctor Doom, given enough time of course. He hide most of his intelligence because he was afraid of being an outcast, more than he already was that is.

The feeling of have so much more processing power was startling to say the least. My brain was functioning at a pace I'm not used to, but at the same time I had no problem keeping up. It was after all my brain.

I did wonder how the hell this happened. How did I end up in this body? If the Marvel universe was real, and my world was one where they just existed as comic book character, did that mean all those celestial beings were real?

Did one of them do this to me? Put me in Peter's body just to see what would happen? A test?

I sighed as I opened the window to my room and stepped outside, sitting on the window sill as I watched the sun rise on my second day in 'bed rest'.

I took a deep breath and looked around at the beauty around me, I was right now at an impasse. Should Spider-man live? That was the question.

Being Spider-man was something Peter did out of guilt for getting his uncle killed. But with me, I don't really think that's going to happen. I wasn't going to let the old man die, it would be too much of a chip on my shoulder. So that option was out of the question.

I also didn't particularly like the fact that being a hero basically ruined Peter's life in so many aspects. Romantically, socially, heck even his superhero lifestyle was stressed with JJ always harassing him with the Bugle and the people calling him a menace.

Plus to be fair, I wasn't a fucking hero. Why the hell should I risk my life for others? I was a genius, maybe I should just invent gizmos to help people, I could be the next Reed Richards and save more lives as Peter Parker the inventor than I ever could as Spider-man!

With my mind made up I go out of Peter's room...I suppose it's my room now, since I was Peter Parker. Just who the hell did this to me?

I went downstairs and found Aunt May cooking breakfast and Uncle Ben already awake and getting ready for work. I blinked, "good morning?"

Aunt May looked up and smiled, "ah! Peter! So good to see you awake and moving about? How do you feel dear?"

"Better," I shrugged as I sat down at the dining table. May placed a stack of pancakes before me, I eagerly grabbed one when I found it looking a bit dry, "ah...I don't mean to complain, but this pancake is dead."

"That's because it's a rye pancake," May exclaimed with a grin, "I found recipe on the internet! It's supposed to help with any unhealthy foreign substance in your body. So eat up!"

I grumbled, "didn't anyone ever tell you not everything you read on the internet is true?"

Ben chuckled, "he has you there May."

"Oh hush you two, eat up Peter, I want you at full strength today!"

I shrugged as I dug into my pancake, "so what's so special about today?"

"Well you see, Anna Watson's niece is coming over today, the poor dear had to move due to family trouble. She's going to be staying with Anna, and we were wondering if you would talk to her, helped her settle in."

My mouth froze as it opened to swallow the disgusting pancakes. I turned to May with wide open eyes, "you're kidding."

"Peter she's a perfectly fine girl, just a little shy. But if you're not feeling up for it then-"

"-No!" I yelled quickly surprising them both, I quickly added, "I mean, I would love too! I feel great! Better than great in fact! When is she coming?"

"A-around noon I think," May replied unused to my enthusiasm, "are you sure Peter? I don't want you to stress yourself."

"No stress Aunt May, it would be my pleasure," I bit into the pancake and immediately stopped chewing, "this tastes like cardboard."

Ben laughed heartily as May glared at me, though I really didn't mind. Uncle Ben left for work soon after breakfast, so I decided to take a shower and get ready.

I put on Peter's best clothes, which was a t-shirt under an open buttoned plaid shirt and jeans. It wasn't fancy, but it was sadly the least nerdy thing Peter had. I was so going to have to change his entire wardrobe. I also discovered I didn't need glasses, no surprise there. At least now I wouldn't look like a total nerd.

I was ready by ten, and honestly I was excited as hell. This was Mary Jane Watson for God's sake! The girl of Peter's dreams! The woman who he'll one day marry! Sure there was that whole bullshit redcon thing, but fuck that!

I honestly didn't know why I was so excited. Maybe it was because I was going to meet a pretty girl, maybe it was because I wanted to see Mary Jane in real life. I honestly didn't know what I should expect, I wasn't going to be Spider-man, would she still like me?...Did I even want her to like me?

What am I saying, of course I did.

But the fact remains, it was ten, I still had two hours to kill. So with nothing else to do I sat down before the couch and turned on the TV, surfing channelled until I reached the NEWS.

The anchor spoke, "billionaire Tony Stark, also known as the superhero Iron Man, was see in Flushing Meadows in Queens today working on what many assumes to be a new expo. Not much in know about this expo, on scene reporters and bystanders have however snapped several photos and posted it online, these include pictures of Mr. Stark in his signature Iron Man suit, helping construct various attractions. Though we don't know what this expo will bring, many assume it will announcing the launch of his suits for public commercialisation."

My eyes went wide, the Stark expo, the beginning of Iron Man 2, guess I was in the Marvel cinematic universe.

I kept listening to the anchor as she went on and on about Stark's tech and how the government was growing worried about them. I knew there was nothing to worry about, Tony was an okay enough guy, but I did understand why they were scared. They didn't realise aliens were real and they would need a hero like him helping them out.

This also meant something for me, I was in the Marvel cinematic universe, and I wasn't a kid. If Sony didn't hoard the rights to Spider-man then Spidey would have been introduced to the MCU much sooner, I guessI now live in a world like that.

I whiled away two hours like that, learning more about this world I now found myself in, and soon the clock struck 12. May arrived just in time, dressed in her Sunday best and nodded at me, "I'm glad you decided to dress up Peter, I just know you'll make such a nice impression."

I blushed at the comment and followed her out. We crossed the road and knocked on the door of the house directly across from us. A few moments later, Anna Watson, a kind older lady with grey hair and a warm smile welcomed us.

"Ah Peter! So nice to see you! I heard about your little accident are you sure you're alright to be up and about?"

I smirked, "I'll be fine. I was just a spider bite."

"Oh that's my Peter," May smiled, "when I told him about Mary Jane he was so excited! Practically jumped at the chance!"

A blush grew across my face as I glared at May, "aunt May! Stop!" In response the old lady just giggled, crazy old woman.

"Well come on in then," Anna invited us in, showing us her home. It was homely, pretty pictures hanging up, a TV and fully furnished with antique looking furniture.

Just then a girl with wet hair came rushing down the stairs, two at a time, wearing green shorts and a purple tank top, holding a hair dryer. "Aunt Anna, the damn thing's broken again-"

She stopped as she realised she wasn't alone. I looked at her, and her eyes landed on me, widening in alarm. They were so green, her wet red hair clung to her scalp making her look that much more desirable.

I couldn't help it, it was the perfect timing, I whistled and smiled, "damn, looks like I just hit the jackpot."

Her face turned red as she blushed. May and Anna looked surprised, guess they never thought Peter had it in him. I chuckled at the silence, "so, you're Mary Jane?"

The girl nodded, "y-yeah. Hi.

I nodded and looked down at the hair dryer, "not working?"

"Ahm, yeah, it just kind of stopped," she nodded slowly.

I held out my hand and she passed it over, I took a look at it and using Peter's remarkable knowledge of mechanics realised the problem, "the motor's fried, I can probably fix it for you Ms. Watson, shouldn't be too hard."

"That would be lovely, thank you Peter," Anna nodded before turning to MJ, "Mary Jane, maybe it's time for you to put on something more decent."

"Ah, right," the redhead nodded quickly before turning around and walking upstairs. She looked back at me one last time, and I met her gaze. She was looking for something, I knew it, I just smiled back.

When she finally closed her room door I turned to Anna and May, "I'll go to the hardware store and get the parts to fix it Ms. Watson, I'll be back soon."

"Why don't you wait for Mary Jane to get ready Peter? Maybe you two could go together," May oh so subtly suggested.

I shrugged, "sure. No problem."

"Oh look at you, acting so innocent," Anna giggled, "didn't I tell you they would hit it off May?" I tuned the two old women out as they proceed to gossip about me and MJ.

It took a while but soon the redhead returned, this time she wore a pair of jeans, a hoodie and sneakers. I looked her over and smiled, "I liked the other outfit better."

"Peter!" May gasped scandalously, "that is no way to treat a lady! I taught you better than that!"

I looked into his memories, she was right, she did. I turned to MJ and bowed, "I am so sorry my lady, my actions have been so uncouth! I beg thee for a thousand pardons for my rash behaviour!"

Mary Jane chuckled, "you're Shakespear needs a little work there Tiger."

"Shakespeare? I was doing my best fancy pants impression."

"That's Shakespeare."

"Ah, so the voice has a name." She laughed, yay, she likes me!

Anna gave us some cash and quickly sent us out, she told us to buy lunch outside after getting the dryer fixed and just like that MJ and I were talking side by side.

"So what do I call you?" I asked her as soon as we stepped out.

"Hmm?"

"Mary Jane, seems like a mouthful," I shrugged, "do you have a nickname?" Which I knew she did, but I needed to make small talk.

Mary Jane shrugged, "most people call me MJ."

"Hmm, cool, but not creative. How about Red?"

"Red? Really? And you complied MJ wasn't creative enough."

I shrugged, "I'm sure we'll figure something out. I'm Peter by the way, Peter Parker."

"Oh I know, my aunt won't stop going on and on about you. I figured she must have some sort of crush on you" she teased.

"Hm...tempting, she is a MILF, totally my type," I teased back.

MJ's eyes went wide, "what?"

"Kidding," I chuckled, "I actually like redheads." Mary Jane blushed. "So, where are you from MJ?" We talked all the way to the hardware store a few streets away. She told me how she was joining my school on Monday, I gave her a few tips but generally avoided topics like friends, since Peter didn't really have any.

We had to talk a little further away to reach a restaurant to get lunch, though I didn't mind, and neither did MJ. We sat and ate, I threw about a few jokes, she laughed, she teased me, I blushed, it was a great first date. Well...maybe not a date….

We came back to her home and found our aunts still chattering in the sofa. I sat down in the dining room table with the broken hair dryer and began to open it up with a screwdriver Anna had lying around.

As I fixed the machine MJ watched, whistling as my hands glided over it, "you're pretty good at this huh?"

I smiled, "very good. I'm sort of a nerd, in case you don't know."

"Believe me, I know," I looked confused, she clarified, "no one can talk about Star Wars that much and not be a nerd." I blushed, she was right, I did talk about that movie quite a bit.

"So is this what you want to be when you grow up?" MJ asked as I replaced the motor.

"A handy man? No, my ambitions are a little higher," I smiled.

"Like what?"

"Like...well….I honestly don't know. I know I'm smart, and I can probably do a lot of good...but I don't know what."

MJ smiled, "maybe you should build yourself a suit of armour and fly around saving the world."

"Neah, the suits are more Tony Stark's thing," I chuckled, "besides, being a hero is dangerous, and the job has a horrible pay off."

"Well heroes don't be a hero to get thanks you know, they do it because they're heroes."

I sighed as I leaned back, "is it a bad thing that I'm not that selfless."

MJ looked concerned, "what? No, I just meant-"

"-I know what you meant, I get it. It's just...why do they have to be heroes? Can't they just be normal?"

MJ looked at me, hoping I wasn't angry at her, and seeing as I wasn't actually and just curious, she thought "well...maybe because if they don't...who will?"

"The po-" I stopped, I knew how ridiculous that sounded, the police? Yeah right, they could barely handle street crimes let alone fucking aliens from outer space and metas! Heroes needed to be born...but maybe not Spider-man.

I sighed, "yeah...you're right."

I did manage to fix the damn blow dryer, much to Anna's gratitude. MJ and I spoke a lot, mostly about school and her life before moving here. We also talked about superheroes, though she quickly learnt it was a touchy subject for me, though she didn't know why.

We exchanged numbers to keep in touch and I left her with a promise to see her again the next day. And judging by her smile she seemed to like that.

That night though I found myself in the basement in the small lab Peter had set up for himself. It was filled with chemicals and other gadgets he had toyed around with. I sat down and opened the junk drawer, pulling out two broken watches with metallic straps.

I looked them over and sighed, I got to work.

The formula for what I wanted to make was difficult to make. It took all my brainpower to even think off creating the chemical chain needed to produce webs. The chemical would react when exposed to air and solidify into a sticky elastic and nearly unbreakable structure. The problem was creating them as I would be working from scratch.

It wasn't finished in one night, though I did make progress. The next day I spent with MJ, I helped her catch up on some homework and taught her some basic chemistry. We did get distracted a lot, talking about books and t.v. shows, but that gave me a reason to come again tomorrow to complete our lessons.

The nights I spent in my basement lab, working on the web formula. It was a pain in the ass to be honest, I nearly caused a small explosion when I accidentally mixed the wrong chemicals. Luckily I managed to catch it before there was a chain reaction, or else Peter go bye bye.

I was on doctor's orders to stay home all week, so I took total advantage of that. Everyday I switched between MJ and the web formula, making progress with both. MJ and I even began to chat during the night, though she always complained that I kept her up.

On Friday night though, I cracked the code. I could synthesise the formula and when I tested it out, I found it to be perfect.

The webs created lasted for twenty minutes or so and they weren't very strong, which was too be expected since this was my first try. They could carry 300 pounds of weight, but any more and they would snap.

And now my next problem, creating a pressurised cell. For this I had to buy a small soda machine with my allowance and modify it a little. Now instead of pushing gas into liquid, it would push the web formula into a small lithium battery sized disk that was good for 50 yards of web.

I used the two broken watches as the body of the webshooters. I emptied the dial out and took out the small screw in the side. I used the screw hole as the shooter for the webline, and for the trigger I used a metal pressure pad that could be pulled out like a measuring tape.

And on Saturday night they were done. Two brand new web shooters made out of Uncle Ben's old watches. I looked down at my creations with pride and a little confusion.

After all this time I honestly didn't know what I made these things. I hadn't decided to be Spider-man, I knew I wasn't hero material. But...but what MJ said really struck a chord with me. So maybe I made this as a way of keeping the door half open, to keep that option half open.

I grumbled, snatching the shooters and stuffing them into my back pockets. Whatever the reason, they were here now, whether I liked it or not.

The next day MJ came over to hang out, and she didn't tell me, deciding instead to just stop by.

I was snoring into my pillow when she threw the door wide open and zippered, "morning sunshine!"

"Wha?!" I yelled in surprise jumping out of my bed ready to fight. I had a bad dream about the green goblin coming to kill me, singing 'Itsy Bitsy Spider' as he did. It was not a nice dream. I blinked my sleepiness away as I realised MJ was staring at me.

"Oh, it's you MJ, sorry about that, nasty dream," I grumbled rubbing my hair, she however didn't say anything. She was staring at me, "MJ? You okay?"

"Ah hum," she nodded dumbly as she leered at my body. I looked down and noticed that I wasn't wearing a shirt, it was too hot for a shirt.

I blushed, "ah...maybe you should wait outside."

"No, I'm good right here," she shook her head, her eyes not leaving my abs, she whistled, "damn, looks like I just hit the jackpot!"

"Dude! Seriously!"

"What? You saw me in my PJ's!"

"Hey I didn't stare!"

"Oh please! You were totally checking me out!"

"No I...well, okay but….ah! Out MJ!" I turned her around and pushed her to the door.

"I don't know why you're so upset," she chuckled I closed the door behind her, "you should be happy a girl's checking you out!"

"Out!" I grumbled slamming the door shut. I quickly got ready and put on a fresh shirt and jeans before going downstairs to see Aunt May and Uncle Ben hosting MJ.

"So are you excited for your first day?" Ben asked MJ.

"Yes Mr. Parker, Peter's been helping me prepare, so I think I won't have any problems with the subjects," MJ smiled.

"Well that's lovely dear, I'm glad Peter and you are getting along so well," Aunt May smiled, she noticed me coming down, "ah, speak of the devil!"

I glared at MJ, "peeping Tom."

"Suck it up Tiger," she smirked.

"Morning uncle Ben, aunt May," I greeted them as I sat down eating the breakfast Aunt May prepared. I turned to MJ as I munched on some bacon, "what's up peepers?"

"Are you still on that?" MJ asked rolling her eyes.

"Peepers," I repeated with a glare.

"Whatever. Anyway I just came over because I have exciting news!" she pulled out two tickets and practically shoved them into my face, "Hamlet, Apollo theater, tonight. You in?"

I took the tickets and whistled, "damn, these are some great seats. How did you get them?"

"My mom got them for me," MJ smiled, "she wants me to get used to the town and have some fun. So…. you in?"

"Most definitely!" I called out before I felt to glares hit me. I gulped and turned to my aunt and uncle, "you know...if that's okay with you two."

Ben stopped the glare nearly instantly, "of course it is kiddo! Have fun!"

May groaned, "I don't know Ben, it's awfully late. They'll have to come back by train and you know the stories we hear about those late night trips."

"Oh it's all right, our Peter here will just beat anyone who even tries won't he?" Ben asked with a grin.

I smirked, "damn straight."

May protested some more, but after MJ, Ben and I kept pleading with her she eventually agreed. But not without making sure MJ carried some pepper spray for her own protection.

After breakfast I took MJ back into my room where I booted up Peter's old Nintendo 64 and loaded Smash bros. I taught MJ how to play and needless to say she was a master at it. Something about hitting me with a giant hammer just seemed to appele to her.

We had lunch at home and then got ready to leave. Before I left though Uncle Ben stopped me and slipped me a hundred, he winked, "make it a good night champ."

I smiled, "thanks Uncle Ben."

We took a cab to the train station and caught the first one into Manhattan. MJ kept going on and on about how the play troops were one of the best in the city and how I was going to be amazed. And I belied her, in my old life I was an admirer of the theater, though now my interests were...elsewhere.

We reached the city with time to spare, so I insisted we explore the place. Peter had done so before, not in detail, so I did have some idea on where to go and what to see.

We went to the Central Park and enjoyed a nice long walk. MJ liked the greenery, and I liked her smile, honestly I think I might be falling for this girl. It's it's been what? A week? Damn you Peter Parker, I just know this is all somehow your fault!

We reached the theater just in time for the play to start. MJ was excited and I shared her enthusiasm, a good Shakespearean play was something to be excited about.

The play lasted for three hours, but it felt like it much shorter. The actors were amazing, each leagues above anything I have seen before. They were energetic, ecstatic and hypnotic in the way they delivered their lines. But while MJ enjoyed the play, I was focused on something else.

The story itself was one of revenge. Hamlet finds out his father had been killed by his uncle, and he now wishes for revenge. The premise was similar to Peter's own life, his uncle dies and he looks for the killer.

But there is a major difference in their stories. Hamlet kept postponing his vengeance, and in the end that costed him. He had a duty to his people, his subjects, to remove a man who would kill his own brother for the crown. He had failed his duty and his family resulting in the death of all he cared for.

Peter on the other had taken upon that duty, that responsibility and he grew the better for it. Was what I was doing right? Was Spider-man really what I needed to be?

This question plagued me, but I pushed it aside and focused on the drama, though the question never truly left.

And then it was over.

"That was so freaking cool!" MJ yelled out pumping her fists. A few of the other patrons looked at her and chuckled at her enthusiasm.

"Yes it was Peepers," I nodded, "it was something else."

"Did you see how they acted? God, it was like they were actually going to kill each other on stage! And Hamlet, oh, that guy, I felt like yelling, 'do something you ass! That's your mother!'."

I smiled, "oh no, you've caught the bug."

MJ blinked, "bug? What bug?"

"The theater bug," I replied, "symptoms include a love of the theater, love for drama and an insurmountable desire to be under the spotlight."

"Hey, that's mean," MJ pouted, "I just like it okay."

"I know, I know, but I stand by what I said. Besides, I think you would be a great actress," we walked down the streets, the city still active even though it was the middle of the night.

"R-really?" MJ asked.

"Of course, why, you don't think so?"

"No, I do, but...no one ever thought I could do it..."

"Well I'm glad I'm the first," I smiled as he reached out and grabbed her hand in mine. She didn't hesitate, as she squeezed my hand back, "I'm serious though, you would be an amazing actress."

MJ smiled, "thanks Peter, that….that means a-"

KABOOM!

Time seemed to slow down, I felt something inside me vibrate as my body started to move on instinct. I pulled MJ closer and wrapped one arm around her chest, jumping to the side.

A large slab of concrete flew past where we were just moment ago. I landed to the side with MJ holding on tightly. We saw the slab of concrete embed itself into a building side, breaking apart into spices of iron and concrete.

"What was that?!" MJ cried out.

"I-I don't-"

"GRRRR!"

It was an Earth shattering scream. My grip around her tightened as we turned to roar and saw Harlem burning. There were people running away in fear, fires burning, cars broken down into pieces, roads destroyed. It all happened so fast, I couldn't believe what I saw next.

A monster, 20 feet tall with big bulging muscles and skin shredding along the side and bones protruding outwards. It stood naked except for a pair of torn shorts. I took one look at it, and I already knew it's name.

"Abomination," I whispered in horror as I realised too late that MJ and I were right in the middle of the final fight between Hulk and the Abomination. This was the final fight scene, and Harlem was going to be destroyed.

I looked down the road, people were screaming and running and out of a crater formed in the middle of the street and green hand came out.

"No," I whispered, the hand pulled itself out of the ground revealing a green figure growing in size slowly, "no," he grabbed the tattered remains of his shirt and ripped it off, "no."

"Hulk!" Abomination cheered in joy, "come face me!" The two titans of power charged each other, and that was when I knew we had to run.

"We have to move!" I yelled as I held onto MJ and took off down the road. Hulk and Abomination charged each other each step they took was like a thunder clap, until they meet in the center and threw them eat each other, causing a sonic boom from the impact that shattered glass.

I was swept off my feet from the impact, I went flying into the air, but landed on my feet with MJ held safely in my arms.

I looked up, Abomination had the upper hand, he threw Hulk through a firetruck. I sighed in relief, they were taking their fight elsewhere.

I looked down at MJ, she looked at the fight in horror, "are you okay?"

"Y-yeah," she nodded, "w-what is that thing?!"

I searched Peter's memories, and yes, he did follow Bruce Banner's research and knew about becoming the Hulk, I could share this information without anyone finding out.

"That's the Hulk," I pointed at the green monster currently breaking a cop car in two to use as brass knuckles, "I...I think's one of the good guys."

"We need to get of here!" MJ called out.

"R-right," I nodded, the Hulk could handle himself, she was right, we needed to be safe. I put her down and we ran away, following the crowd of people before us. But as we did I saw a man stuck under a light post, people ignored him and ran, his legs were bleeding as he yelled for help but no one came.

I stopped, I couldn't help it, I didn't like seeing people suffering. I ran to the lamp post and grabbed it, "hey man, don't worry, I'll pull you crawl out, okay?"

"Peter?" MJ asked in surprise as she saw me with the man.

The man panted, trying to not think of the pain he nodded at me. I pulled with all my strength and felt the post slowly rising up, thank you spider strength!

He shimmed out under the pole, but it was too slow, I couldn't hold the pole up for long, I wasn't use to this kind of stress. I was just about to drop the pole again on him when MJ ran to the man's back and pulled him out completely as I dropped the pole down with a pant.

"Thank you," the man gasped.

"It's okay," MJ nodded to him as she pulled him to the side away from all the fighting.

I turned around, there were more people screaming, more people getting hurt from the random debri flying about from the battle between Hulk and Abomination.

The monster were fighting like no tomorrow. Abomination kicked Hulk through several building before jumping up to follow him. I saw a military helicopter lower down from the sky and rain down bullets into the Abomination as he jumped onto the building's rooftop and run away in search of the Hulk.

More people were going to get hurt, a lot more people. They were going to get hurt and it was all because of those two things.

"Peter? We need to go Peter," MJ called out. But I could barely hear her.

What would the real Peter Parker do? Would he fight? Or would he run away? No, no he wouldn't run away, not when so many people are getting hurt, no….he would stay and he would help them and if the need came, he would fight the Hulk himself to make sure people didn't get hurt. He was a freaking hero and….and so was I.

I turned to MJ, "get him to safety MJ, find a safe place and stay there. People still need help and I'm going to help them"

"What?! Peter are you crazy?!" MJ cried out, "there are monsters fighting out there!"

"And there are people getting hurt MJ! I promise I'll be fine, I'll call you soon as I can," and without another word I took off.

"Peter!" she cried out but ignored her. She looked afraid, for me and herself, she must have thought I was a glory seeking fool, I know I would have. But the truth is this….I want to be a hero too, my life...it's not that great, but if I can use to to help others than….oh my god, I just realised, I'm going to be Spider-man.

I ran down the street and spotted a second hand cloth store with a busted street window. I ran in and looked around, I needed a costume. I grabbed a red hoodie my size, a pair of blue yoga pants from the women's section, a ski mask and a pair of gloves.

I ran into the trial room and quickly changed. I reached into my back pockets and sure enough my web shooters were there. I slipped them on over my gloves and tested them by firing a web line. It was strong and quick, good.

I grabbed a school bag and put all my clothes in there, zipping it up. I slapped down a twenty on the counter and ran to the door, but I stopped, there were cameras out there, if someone got curious about me they could use them to find me and my secret identity. I needed to be careful, parinoid even.

So I looked around and spotted an open window up near the ceiling leading out into the alley outside. I climbed on the walls, thanking god that my wall crawling abilities worked even while still wearing gloves and sneakers.

I crawled outside into the alley and took the bag with my clothes inside. I pressed it up against the wall and covered it in webs, holding it up there until I could come back and get it.

An explosion drew my attention. I looked up to see the military helicopter come crashing down a few blocks away. It was now or never. I stretched out one hand and fired a webline into the corner of a building. My stomach was filled with butterflies, nervousness and dread filling my soul.

I slowly pushed off the wall and held on tight to the web line, swinging like a pendulum across the alley into the open street.

My stomach lurched as I flew over the destroyed street and landed on the roof of the building on the other side. I stuck the landed and blinked in wonder, looking at my hands and then at the way there I swung.

'Yeah….this is freaking awesome!' I grinned and ran forward. I jumped off the edge of the roof and shoot out a webline. I swung from street to street towards the sounds of destruction, and landed on a rooftop, looking down at the monsters fighting.

The helicopter was still in one piece, thankfully, the battle field was a broken down block of land, barren except for a few barrel fires. And standing on top of the helicopter was Abomination, grinning at the Hulk who looked like he was annoyed more than angry.

The Abomination charged, throwing Hulk into a broken wall. He punched him repeatedly, I looked at the chopper as so soldiers pouring out, a female civilian among them, 'Betty Ross,' I realised.

There was fuel pouring out of the engines, sparks flying everywhere. It was only a matter of time before it went kaboom, even the hulk seemed to realise this as he tried to stop it, but Abomination didn't let him, keeping him pinned up against the wall.

'Look's like it's my turn now,' I gulped as I jumped off the roof and landed with a roll. "Hey all! Fancy seeing you here," I called out, 'why did I do that?! That's so stupid?'

The soldiers looked at me like I was crazy.

"Get out of here, it's going to blow!" Betty warned me, I smiled, nice lady.

"Not if I have anything to say about it," I turned to the leaking fuel tank and fired out web line after web line. I threw the strands around the tank and covered it completely with my web stopping the fuel from leaking out.

The tank was now insulated, the fuel that was already leaked out was dripping into the ground, being absorbed, crisis averted.

I turned around to the Hulk, "hey big guy!" the monster turned to me, "I got this! Kick his ass!"

Hulk grinned, turned to Abomination and gave him a headbutt, the resulting crack was so loud I could hear it from here as Abomination held his nose in pain. They began to fight once more, this time Hulk wasn't distracted from saving lives.

I turned to the soldiers still stuck inside the copter, I jumped in and slowly one by one pulled each of them out, handing the unconscious and injured ones to those who could still walk.

There were even a few civilians that came rushing to help, dragging soldiers away from the wreckage.

Betty ran up to me as I pulled out the last injured man, "you have to help him!"

I looked at them and saw the Hulk being hit over and over again with a wrecking ball that the Abomination used as a whip. He knocked Hulk the side and then turned to us, narrowing his eye at the retreating soldiers.

"General," he growled, raising his chains to throw at us, and I moved. I used my improved agility to rush at him.

"No! Don't!" I heard general Thunderbolt yell out.

My head started to buzz, warning me of danger, I jumped just as Abomination threw it's large chains at me. I landed in a roll and continued to charge straight at him. I didn't know how strong Peter was, but it should be enough.

I ducked under his swings, slipped into his defence, drew one arm back and with all the force I could muster, threw a punch right into his gut.

Abomination's eyes went wide as his body was lifted into the air for a few seconds. I felt my web shooter cracking from the force. It exploded into a heap of webs covering my arm and his torso.

'Shit!' I realised as I found myself stuck to him. Abomination landed on his feet and ed down to see me still attached to him. I gulped as he sneered at me.

My spider sense were roaring in pain as it warned me to get away. But I couldn't. He tried to grab me and I jumped over his gigantic arm. The webs stretched, good, I had some leverage. I then ducked under his other arm, wrapping them both up with my web. I circled them and again before grabbing my hoodie sleeve and tearing it off, releasing me from the webline.

I jumped away as Abomination tried struggle free. His arms were wrapped up tight together and attached to his chest. He pulled and I could see the lines started break, but it was taking all his time and effort, I needed to put him down.

I knew I couldn't punch him unconscious, that was the Hulk's job. No, I needed to be smart about this, he must have a weak point, after all he was only...human.

He needed to breath….right?

I ran at him and leaped onto his chest and aimed my remaining web shooter at his nostrils. They were huge, and if I wanted to make sure he didn't pull them off I had to stick them somewhere he couldn't reach.

I quickly shoot two web lines into his nostrils, blocking his nasal passage. Abomination's eye's went wide in horror as he realise what I was trying to do. He tried to free his arms even arder now, I could hear the web restraint snapping. I quickly fired one last web line into his mouth, covering it as well.

I leaped away just as Abomination broke free. I landed far away and watched as he struggled to rip my webs away covering his air passages. But his fingers were too large, they couldn't fit. He even tried to ripe into the ones in his mouth but I had lodged them so deep inside he could barely even touch them, let alone have enough leverage to rip them out.

I panted and watched as he scarth his neck, trying to breath. He swayed and suddenly fainted, crashing into the ground with a large thud.

I was panting, I didn't even realise I was doing it. I looked around, by now police had gathered around with their guns pointed at the monster. Hulk stood aside and looked at me and the now unconscious Abomination.

He growled before letting out an Earth shattering roar that scared everyone there. Betty however wasn't scared. She walked right up to him. Thunderbolt had his men stand down, even the police looked like they were going to be trigger happy.

"Bruce," she whispered as she cried.

Hulk looked down at her, he tried to wipe away her tears but found that he couldn't. "Betty," he grumbled. Suddenly a spotlight was shined on him, a camera helicopter circled around him.

Hulk growled, he took off into the night, the helicopter following him. I lost sight of him in a few short moments leaving everyone there with nothing to do, except look at me.

"What's your name son?" Thunderbolt asked as he approached me.

"Me? I'm," I hesitated for a moment before speaking, "I'm Spider-man."

"Spider-man? What kind of name is that?"

"The kind I chose," I answered.

"Are you planning on playing dress up?" he asked with a raised eyebrow.

"Yup."

"..." he didn't expect me to admit to that now did he? He looked to his men, who were all asking for orders. He nodded towards Abomination, "secure him," he then turned to me, "well whatever you're name is, thank you. I owe you a debt, if you hadn't come when you had those monsters would have destroyed the city."

I shrugged, "I don't know, the green guy looked like he had it all handled."

"Trust me son, he didn't," Ross snorted, "it's humans like you and me who keep people safe, you did your country a great service today son. Thank you. If there's anything I can do for you, just ask."

I blinked, this was unexpected. "Ah, thanks...I guess," I looked around, people were snapping photos of me, I needed to disappear, now! "Anyway, bye!" I turned and ran towards a light post. I jumped and landed on the top before launching a web line and swinging away back to my stash of regular clothes and MJ.

"Sir should we follow him?" a soldier asked Ross.

"No, let him be, he isn't our enemy," Thunderbolt ordered as he turned to his daughter and sighed. Tonight was going to be a long one.

I landed in the alley way with my bag attached to the wall. I opened it and quickly changed into my regular clothes, which was quite a challenge when you're standing perpendicular to gravity.

Once I was back in my normal clothes I stuffed my…'uniform' into the bag and threw it into burning car. I couldn't bring it with me, MJ would ask where I found a bag, and I certainly couldn't leave it behind in case SHIELD or even Ross started to get curious.

With all evidence destroyed I took out my phone and found three missed calls from home and one form MJ.

I called MJ first, "hey, it's me, where are you?"

"Peter? Oh thank God! You're aunt has been worried sick! I'm at the Starbucks down the street near the Ambulance."

I looked around and spotted her, "I see you," I quickly ran to her and grabbed her into a hug, "I'm glad you're safe."

"Me?! What about you?! When I told your aunt what you were doing she nearly got a heart attack!" MJ yelled as she broke the hug.

"Shit," I cursed, I really didn't want to get yelled at, "I'm sorry. Are you okay? Did anything happen?"

"No, no, I'm fine. What about you?"

"Helped out a few soldiers stuck in a helicopter, the fight is over, some guy in a red hoodie and mask came in and stopped that raging monster."

MJ blinked, "some guy?"

I nodded, "yeah. I couldn't catch him name though, he spoke to the general there and then just left. I think he was a superhero."

"I see..." she narrowed he eyes at me, I gulped, "fine. We're going home, now. And you're going to call your aunt and tell her you're alright. I swear, the last thing I need is her death on my concious."

"Right," I agreed as we tried to hail a cab, but since the city was in complete disarray we couldn't get one. We were forced to use the bus instead, and on the way I had to sit and listen to aunt May ye at me through the phone.

By the time we got onto the train May got tried at yelling at me. She hung up with the promise of more yelling the moment I get home. I sighed as I disengaged the call and leaned back my seat.

"That bad?" MJ asked.

"Yeah."

"Well you deserved it," she huffed.

"I was just trying to help," I shrugged.

"You nearly gave me a heart attack Peter!"

"That seems to be going around theses days," I smirked.

MJ groaned, "I'm serious. I literally just meet you and news flash if you got yourself killed that would be a shitty way for me to start school."

I smirked, "awe, I love you too," growing bold I pressed a little peck on her cheeks causing MJ to blush.

"Gr, you're lucky you're so cute," she huffed, "still, what were you thinking going off on your own like that? What is you had gotten hurt?"

"I couldn't just stay there and do nothing," I argued, "I'm not that kind of guy."

"I thought you didn't want to be a hero. Isn't it stupid or something?"

I was silent for the longest time, "maybe," I replied, "but to be honest….I don't think I was ever going just stand by and let people get hurt. Not when I can prevent it, or at least stop it from hurting any more."

"And why is that you're job?"

I smirked, "with great power comes great responsibility."

"How zen, where did you hear that one?"

"Uncle Ben," I told her, "it's his favorite line. I...I think I'm just starting to understand what he meant."

"Hm, he's a wise man."

"Yup."

"But you do know he's still going to whoop your ass the moment you get home right?"

I sighed, "yup."

"Good," she chuckled, leaning her head on my shoulder. My body was sore, especially my arms. The amount of muscle strength I needed to swing from building to building was intense, I would need to start working out. Maybe somewhere privately? Some place no one can see me. After all if they saw someone like me benching half a ton or something they would freak out.

"For what it's worth though Peter, you're my hero," she pressed her lips on my cheek and gave it a smack, "good job Tiger."

I blushed as silence reigned between us. The train's constant shaking filled our ear. MJ looked exhausted, and so was I. I just fought the Abomination, and won! I knew I would be big news this time tomorrow, maybe it's time I take this whole thing seriously.

I have super powers now, how long have I always wanted super powers? And now I have them! I could help people...no, I had to help people. Guess in the end nothing I never really had any choice in this life, I have to become Spider-man, I had to become hero.

Looks like life just got a whole lot more complicated.

* * *

 **This is a self insert in the Marvel universe as Spider-man. It will loosely follow the Marvel cinematic universe, it will have mutants and the Fantastic Four in it.**

 **Updates will not be continuous, often in short bursts of three or more chapters.**


	2. Train before you leap

"What were you thinking?!" Aunt May yelled.

"I was just trying to help," I argued.

"By leaving Mary Jane alone to go into a war zone?!"

"She was safe-"

"-I don't care Peter! What you did was whole irresponsible and dangerous! You were lucky to be alive! I don't understand why you did that!"

"I...I wanted to help-"

"-Are you the police?! Are you the army? You are just a child Peter and-"

"-And because of me one man is going home tonight to his family!" I snapped, "I saved his life, and many more. I don't regret what I did."

May looked horrified, I don't' think Peter ever snapped back at her like this, but then again I'm not Peter Parker.

"May, maybe we should call it a night," Uncle Ben spoke softly, "gone on, go to bed. I'll handle this."

"But Ben I-"

"-it's alright May, just go," Ben gently assured her. She nodded sadly as she turned and left, leaving Ben and I alone at the dining table.

"I didn't mean to snap," I apologized.

"It's alright Peter, I understand," he said softly.

"I was just trying to help I didn't mean-"

"-I understand Peter," he repeated, softer this time, "you have too realise, you're all May and I have, if we lost you..."

"I saved someone Uncle Ben, isn't that what you always taught me to do? If I can help someone, isn't it my duty to do so?"

"Yes, I suppose it is," he smiled, "go to bed Peter, we'll talk about this in the morning. Don't' forget you have school tomorrow."

I nodded, "right...night uncle Ben."

"Good night Peter," he replied as I walked upstairs into my bed and locked the door behind me. I sat down on my bed and sighed, talking out my busted web shooter. I had one working and the other one is a complete mess.

I worked on it for a while before giving up, it was broken, I needed to make a new one. Actually, if I was serious about the whole hero business I neto upgrade these things. I needed them to be more durable and hold more webbing. Maybe even try and make different types of webbing. That would have been so useful against Abomination.

Suddenly there was a knock on my window, I swiped by desk clear pushing the web shooters on the floor before I looked up to find MJ waving at me.

I blinked in confusion as I opened the door, "Peepers? How did you-"

"-Climb up you tree," she pointed to a large tree next to my window, "can I come in?"

"Yeah, sure," I stepped aside letting her in, shutting the window behind her, "so what's up?"

"Nothing. Did your aunt and uncle yell at you a lot?"

I sighed, "yeah, but I deserve it. You?"

"No, aunt Anna understood it wasn't anyone's fault. If anything she thinks I should have gone with you. Honestly though, she wouldn't stop talking about how amazing you are," she said rolling her eyes.

"Hm, not amazing, maybe spectacular," I snickered.

"Don't go growing an ego on me Parker," MJ hissed, "but yeah, you're pretty cool tonight. Especially the way you saved that man's life. That pole must have weighed a ton!"

I shrugged, "maybe. But I didn't really notice, too busy trying to save him."

"Hm, you're really skinny for a strong guy," MJ noted, "you barely have a muscle on you," he noted my skinny frame.

I gulped, "well you know how it is. Adrenaline and all that," she was being suspicious, not good, not good at all!

"Maybe," she ated trailing off, "anyway I too make sure you were alright."

"Thanks, I'm fine. If anything I'm a little tired."

"Really? Because I can't sleep," MJ grumbled, "too nervous."

"Why? The Hulk ran anyway and I'm pretty sure the army has the other dude locked in ice."

"No, not that," she grumbled, "school. I'm starting my first day tomorrow!"

I chuckled, "oh, that. Relax MJ, there's no reason to panic. It's just classes, you'll do fine."

"Yeah but I mean...what if they don't like me?"

I shrugged, "who cares? Beside I doubt they won't like you're hot and smart. The guys will be falling head over heels for you and the girls will want to be your bestie."

She smiled "you think so?"

I nodded, "I know so. So relax, high school it's the end of the world." MJ smiled, we talked into the night, just me and her. When she left I was glad to have made such a nice friend, Peter needed more of them. Maybe one day she could be more, but for now, a friend was enough.

 **The next day:**

I was in the Daily Bugle the very next day. Well, not me, but they did have the Hulk's fight in the front covers and a grainy picture of me off in the side. It looks like they had no clue who I was, people just calling me 'Webs'.

The article itself was fair and balanced, which was surprising considering it was the Bugle we were talking about. But to be fair I did save the lives of soldiers, even they couldn't label me a criminal for doing that.

The report actually called me a hero once, saying how impressive it was for someone like me to stand up to a monster. From various statements from the scene it seems the people there mention the fight was like seeing David and Goliath.

I smiled, maybe this time Spider-man won't end up being labeled a bad guy. With that done and a health breakfast, it was time to go to school.

MJ and I took the bus to school, we talked about what subjects she was talking and the people she would meet, needless to say she was nervous. We arrived with ten minutes to spare, students were crawling all around the campus, talking to each, gossiping or just halving fun.

I lead her into the crowded hallways, "welcome to Midtown high," I announced gesturing to the large crowded halls where people yelled, cheered, fought and generally just did teenage things.

"I think I'll fight right in," MJ said with a smile.

"That you will Peepers."

"Please stop calling me that."

"No."

"I didn't even mean to pep."

"No."

"I hate you."

I smirked, "no." I lead her down the hall introducing her to the various cliques and factions one could find in the school. There were the jocks, the cheerleaders, the techies, the nerds, the dancers, the theatre maniacs, the weirdos, the normals and of course me. The kid too smart to be a normal geek and too desperate for acceptance to be a hipster.

We had first period together, so after a visit to the councillors office I guided her to our first class. The moment we entered the room Flash Thompson seemed to notice me.

"Hey everybody check it out! Punk Parker's back!"

"Ha! What's the matter Parker? Did you finally recover from the itsy spider bite?" mocked Kong, Flash's right hand man and a heavy fellow.

I rolled my eyes, "wonderful, bullies. Like this place wasn't stereotypical enough."

Flash grew enraged, "what the hell'd you say-" he stopped as he noticed MJ standing next to me, he gulped and wished, "woah."

MJ turned to me, "are they always like this?"

I shrugged, "not, just with me. Though I think it's because Flash has a crush on me and is too scared to admit he's gay."

That snapped him out of it, "what?! Listen here Parker I ain't gay!"

"And what's wrong with" being gay?" Asked Zack, an openly gay kid in our class.

"N-nothing! It's just I ain't gay is all!"

I shrugged, "whatever," I put down my bag and stretched my neck, really hate that thing.

"So ah, you new here?" Flash asked MJ in the most subtle way possible, note the sarcasm.

"Yeah, I'm Mary Jane, nice to meet you," she smiled.

"Hey Mary Jane, I'm Flash, this Kong, if you need anything babe, anything, just ask us," he ended wiggling his eyebrows.

I gagged "truely Flash you mastered the art of seduction."

"What's it to you Parker?" Flash growled.

I shrugged, "nothing, please, continue, I believe you were flirting with the new girl."

"Shut it Parker!" Flash yelled, his face red in embarrassment.

"Stop it Tiger, you're embarrassing him," MJ teased.

"Fine," I rolled my eyes.

"So where are you from?" Liz Allen, blonde, blue eyes and head cheerleader asked.

"I'm from upstate, but I recently moved in with my aunt," MJ explained.

"So what are you into?" asked Crystal, another cheerleader asked.

"Well, I like fashion, singing, theater, that sort of thing."

"Oh! Did you see the new Channel line? It's so good!"

MJ nodded, "yeah, but I don't like their perfumes, too strong for my taste."

"I know right!" Liz's eyes twinkled, looks like she just found a new BFF. I watched as MJ mingled in perfectly with the popular crowd. Flash, Liz, Kong, a couple of side characters I didn't really care about but apparently were considered Gods of popularity according to Peter's memories.

"So wait how do know Parker?" Liz asked looking at me in disdain.

"What? Oh, he's my neighbor," MJ explained.

"Oh, okay. Hey sit with us MJ, we'll show you around after class."

"Thanks but Peter already promised me-"

"Parker? Please, that wimp wouldn't know where the toilet is!" Flash snorted.

"No Flash I do, after all you tried to give me swirlies in there plenty of times," I snapped back.

MJ's eyes went wide, "he what?"

He turned to me and glared, whisper in a quiet voice, "don't blow this for me Parker or I'll make sure next time I won't flush before I dunk you."

I raised a single eyebrow, "did you just threaten me?"

"And what if I did?" he growled.

I looked down at him and snorted, "I would like to see you try."

Flash growled, "today, after school, in the park."

I remember this, in Ultimate Spider-man Flash challenged Peter to a fight, Peter kicked his ass, broke his arm and in return Flash's parents sued aunt May and uncle Ben for all their money. It made things difficult for them, and I don't plan on repeating that mistake.

"Sorry big guy, but I have no intention of having a dick measuring contest with you. I don't need too."

"Why you little-"

"Settle down class!" the teacher walked in stopping Flash in his tracks, "that means you Mr. Thompson."

Flash growled at me, "next time."

I snorted, yeah, no.

"Come on MJ, sit with us!" Liz dragged MJ to the back, away from me. MJ looked like she wanted to protest but couldn't say a thing as Liz dragged her away, leaving me once more alone.

I sighed, sat down in my seat and listened with half a mind to whatever the teacher said. It was English class, not my favorite.

At the end of the class I got up to try and talk to MJ, but before I could even try she was swept away by Liz and the others into their next class. Witches actually fine, I had AP chemistry and MJ had basic math with the rest of them.

As I walked to my next class I realised I was alone, Peter didn't have anyone. Even the one friend I some how managed to get was swept away in a matter of moments. Maybe it was best just to accept I was going to be alone.

During chemistry I had problem following whatever they said. It was honestly a little boring after a while, didn't even bother taking notes.

But near the very end the teacher mentioned how graphite chains were strong and changing the structure determine their tensile strength. I got an idea on how to improve the webbing formula.

The rest of the day turned out to be the same as the first couple of classes. I was ignored or shunned by everyone there and the teachers didn't bother me even if I was crealy day dreaming, since they knew I knew everything.

Honestly by lunch I was wondering why Peter even bothered with school. He was smart enough to start college any time he wanted, so why in God's blue Earth did he?

And when I sat down alone in the table furthest away in the lunch hall and right next to the trash cans I knew. Peter didn't want to leave because he was lonely, so damn lonely and stupid that he thought college would be no different from high school and that people would shun him wherever he went. So it was better to stick with the devil he knew rather than the one he didn't.

I suppose I understood after high school is supposed to be an important formative year for a child's social skills, Peter was hoping his would kick in, but sadly no luck.

As I bite into Aunt May's homemade tuna sandwich I realised MJ and her new friends had just entered the lunch hall. They all laughed and chatted like theres no tomorrow. MJ didn't even look at me.

I didn't understand it, was she really that shallow? Did she really not care a bit about me? Was the week we spent making googly eyes at each other all just a time pass for her? What the hell man, did I just get played?

Just then I noticed another kid walk up to them. He wore expensive clothes and a stylized haircut, one look and I knew who he was, I didn't even need Peter's memories.

"Harry!" Liz smiled, "come sit here! Meet the new girl!"

Harry grinned, "gladly, hey, I'm Harry Osborn," he winked as he sat next to Mary Jane, very closely.

MJ blushed at the forwardness, "h-hey. I'm MJ."

Liz grinned, "careful Osborn, I think she's in love!"

"Liz!" MJ shrieked, her face as red as her hair.

Harry laughed, "I don't mind, I've never had someone so cute falling for me before, so it's a real boost to my ego."

I couldn't stand the sight of them, all the positive feelings I had with MJ turned bitter quick, guess I was stupid that way, but it just wasn't fair. I stuffed the rest of the sandwich into my mouth and left, not looking back even if my ears picked up her melodious laughter.

I walked down the corridor, pissed, alone, I hate being alone. And idiots, I'm surrounded by idiots. I wasn't a genius or something in my past like, nothing like that, but fuck even then I had trouble with people. And now? With Peter's IQ? Fuck finding a friend who I can treat as an equal, I would need to hang out with Tony Stark for that to happen!

No wonder Peter had been holding back so much, if he didn't he would have gone made being surrounded by these shallow people eons ago!

I walked to the Chemistry lab and found it open and empty, like I knew it would be. Peter used to retreat her to escape Flash, and now it would seem it would become my haven as well.

I began to work on a couple of chemicals, trying to work in the new graphite chain into the webbing formula like I theorized. I spent all of break there and soon classes began again.

The school day ended with history last period, which MJ and I shared. She laughed and joked with her new friends,and when school got over she walked up to me like nothing ever happened.

"Hey Peter!" MJ cheered as we walked towards the school bus.

I felt anger pour through my veins, but I kept it in check, she's just a little girl, she didn't understand what she did was wrong, it was pointless getting angry at her.

So I put on a cheerful fake smile, "hey MJ."

"I swear this was like the best first day ever!" MJ cheered, "I didn't think I would meet so many people who liked me! Liz was amazing Pete! You should see the way we just got along!"

I shrugged, "I'm glad you made friends, told you there nothing to worry about."

"Yeah, you're right. Anyway I talked to her about the theater program you guys have and wow was I impressed! Did you know they put on three plays year?! I should totally try and score a part in the one on December, what do you think? Do you think I should?"

I nodded, "try it out, you might not get something important, but everyone does have to start somewhere right?"

And like that I had to sit and listen to her brag about how great her life was. Was I being petty and silly? Maybe, but fuck it man where was the loyalty? I didn't like the fact she didn't even realise she did something wrong, it's like she couldn't understand!

We were dropped off at the same stop and walked home. We reached out neighbouring houses and I turned to go to mine.

"Hey Pete, do you want to come over?" MJ asked, "aunt Anna probably made some cookies if you want."

"No, I'm fine," I waved her offer off, "I'm honestly just tired, guess the stress of yesterday is finally getting to me. I'm going to bed, see you tomorrow MJ!"

MJ blinked, "what? Are you okay Peter? You sound kind of dull."

"I told you just tired," I shrugged, "don't worry about it, I'll be fine tomorrow."

"Well...if you're sure, bye," she replied weakly. I waved her goodbye and walked into my house slamming the door behind me.

"Peter? How was school?" aunt May asked from the kitchen.

"Fine, just fine. I'm going to my lab aunt May, call me if you need something," I yelled out as I walked down to the basement throwing my bag at my work station.

I took out my notes for the new formula and began work on the new web serum. It took me all day but I finally managed synthesis a proper batch. I then began to experiment.

This formula reacted to pressure. The more pressure it feels the harder it became. So I began test it out. I found I could create weak webbing that was basically like glue, strong one that was hard as concrete and somewhere down the middle which had a balance of elasticity and tensile strength.

I didn't know what got into me, but the time just seemed to slip away. Aunt May came down to ask me what I wanted for dinner and, after I made sure to hide all my webbing formula, I told her I wasn't hungry.

Maybe it was the fact that I didn't like being forgotten, maybe as just my anger at be ignored, but whatever it was it gave focus. I knew what I had to do and knew how to do it.

It was 2 in the morning when I completed all tests on the new formula including drawing up plans to make the mark two web shooters. These ones would be more powerful than the last, but they would take time to make.

I tried to go to bed, but I wasn't sleepy, no, I was restless. I looked outside the window and saw the quiet sub-urban area I lived in, but just near the horizon New York shined at me, calling me forth for adventure.

I couldn't go all the way into the city, but I sure as hell can't stay here. I put on a set of dark clothes and opened the window, jumping out and did a perfect landing, thanks spider powers!

I began jog, slowly at first, just to keep my heart rate up, but soon I got curious, just what co this body really do?

So with a grin I kicked off with full speed. The houses went by quickly, I found I was fasting I had ever been, maybe 20 miles an hours? Maybe more? It was honestly impressive, considering I never ran professionally before in my life! Or Peter's life for that matter.

I ended up running all the way out of the suburbs and into town. I ran past deli's still open and a few super markets. People didn't bother looking at me, guess they were used to seeing people jog at all hours of the day.

But soon I found myself at the abandoned train yard a few blocks away from home. Peter used to come here for when his experiments had a more...explosive intention. He always found climbing the 30 feet tall fence the hard part, but now I could clear it with a single leap.

The place had one giant hangar rusted over and overgrown with weeds. People didn't come here often, even kids who were looking for a place to crash avoided it thanks to the fence and lack of comfort.

I however came here for another reason.

I went up to the hangar and grabbed the doors. I pulled with all my might and they groaned as slowly the doors were pushed to the side.

Inside I found several types of machineries. There was a stack of railway lines off in the side, some were ten feet long, others thirty feet and beyond. There was even an abandoned train car in one corner as well some chains hanging from the ceiling and what looked like a generator off in the side.

This place honestly made me feel like it could be my secret hide out, my home away from home. It just needed….well it needed a lot of work.

But first, maybe it was time to see what I could really do? I walked up to one of those ten feet railway lines and grabbed hold of it's sides. I gripped it as hard as I could and in one swift motion tried to lift it up.

To my immense surprise, I found myself holding up the beam of metal over my head, a victorious grin on my face.

I threw to the ground and panted, this was amazing, it must have weight what? 500 pounds? Maybe more? I could military lift that over my head straight off the bat! One could only imagine what can do with some actually training.

I couldn't be a muscle builder though, Spider-man was always more of a gymnast than a brawler, like Nightwing, he was….exactly like….woah.

Just then I had an epiphany. Who were the two most popular comic book characters in Marvel and DC?

Spider-man and Batman. They didn't have comic power or some kind of deus-ex machina to give them what they need. Well, Batman did have his utility belt, but that's besides the point.

Spider-man and Batman were very much alike. They both suffered great loss which gave onto them a duty, for Bruce it was vengeance, for Peter it was responsibility for the powers he now possessed.

They were also focused on small time crime, while other heroes faced aliens and other shit, Batman and Spider-man always seemed to stick to their cities. Sure they would often venture out, but always came back.

There were a lot of things different about them, true, their attitude, the fact that Peter was piss poor and Bruce was rich as balls.

But there were a lot similar as well. They both mainly fought with their fists and minds. They were both highly valued despite being a slightly advanced human, Spider-man did have his powers, but they paled when compared to those like Thor.

Heck even some of their villains were the same! Joker and the Green Goblin. Black Cat and Catwoman. Sandman, Clay Face. The list went on. But I was starting to see a pattern here.

Peter and Bruce were reflections of each other. One had powers to help him out while the other had his training and his mind. If I wanted to be Spider-man I couldn't just repeat what Peter did, no, I had to be better, I had to be superior to him!

….God that makes me sound so much like Otto.

But getting back to the point, if I was to improve Batman, I would give him spider powers to make him even more combat savvy than he already was. I would also give him Peter's amazing engineering mind to help think of solutions he wouldn't even begin to question where possible.

But if I was to improve upon Spider-man? That would be a taller order.

I would need to learn to fight like Batman, master so many types of combat people would lose count. Be smart about fighting crime, not just swinging into battle all crazy, hoping for trouble. I would need to know everything I possibly can to fight crime, learn things I previously thought pointless.

I couldn't have the gadgets, to expensive. But I could build my own, make them from scratch. It would be difficult, maybe even pointless, but….but if I could, it would be so cool!

I felt a great big smile coming on my face, I imagined myself as a mixture of Spider-man and Batman, a hero unlike any other. A hero who could surpass the call of justice and fight the good fight, protect people.

But….but it was just too much.

I leaned against the hanger wall and looked around. Why should I go through all this trouble? For people who I don't even know?

Why...no, I can't think like that. I remember what the battle between the Hulk and Abomination did. I need to be a hero, I have to be. I always wanted to help people and now that I can why should I be a mediocre hero? Why just be a wall-crawler when I can be so much more?

I stood up with a confidence I didn't know I had. I had a goal, to be the greatest hero of both worlds, not because of some fucking death in the family bullshit, but because if I didn't, I knew what would happen. I knew that people would die. They need me, and I need to be my best.

I got back home and turned on my computer. I began to search online for the skills I would need. Kind of stupid I know, but I needed to start somewhere.

I made a list, things that I would need to learn to do to become the best. To become the Spider-Bat!...yeah, no, maybe I should just stick with Spider-man.

I found a dojo that taught mixed styles of martial arts. Karate, Judo and Taekwondo, each for a period of two hours, from 3 to 9 in the night. Usually people would register for one class, but I wasn't ordinary people.

I wouldn't be able to start going out and saving people immediately, I didn't have a suit ready or my web shooters. I didn't even have a plan of attack. So I needed to be patient, to bide my time and learn, grow. Spider-man wouldn't be born anytime soon sadly, no, this will require patients.

I would also need to learn everything could, mechanics, chemistry and physics would be my core subject to focus on. Maybe...maybe I should also focus on other things as well, like languages?

With mind made up I began feel sleepy. With a smile I went to bed, strangely enough that night I had a dream of bats and spiders, needless to say I woke up screaming for my mommy.

The next day at school I tackled classes a bit differently. I had gone to the library before class and took out a guide to learning french. While the teacher taught us history, I snuck in bits of french.

It was difficult at first, but after I began to actually think upon what I learnt...well, things got a lot easier. Thank you God for giving me the mind of a genius.

With Peter's advanced neural network I was able to learn a few phrases in french in a day. I won't be impressing any french super model passing by, but it was a start.

I also began to pay more attention in class, I even bombarded the teachers with questions asking detailed questions. They smiled in appreciation at first, but I think they came to loath me by the end of the class.

I ended up filling up several pages with notes, good, no reason to remember all this in my head now and waste storage space.

I didn't go home with MJ on the bus instead I took the train to Manhattan to visit that dojo I found last night. I told Aunt May and Uncle Ben what I was going to go before I left for school that day. Needless to say they were surprised.

"Peter, why do you want to take such classes?" May asked worried.

"I want to be able to protect myself Aunt May," I replied, "if I get into a tough situation I want to able to handle it."

"But Peter-"

"-May let the boy do what wants," Ben spoke out with a reassuring smile, "he wants to protect himself, and that's fine. Besides, it's a good thing that he's finally got himself a hobby."

'Not really a hobby, more like an agenda,' I told myself but nodded externally, "yeah. Besides, life's getting kind of dull, I need something interesting to do."

"Surely you and MJ can figure out something," May suggested.

"No, MJ's...she's busy with other stuff," I shrugged, "no biggie. But I do want to do this Aunt May, please."

The woman meet my gaze for the longest time before sighed relented. She warned me not push myself, I kind of lied and told her I wouldn't. I also told her classes were from 5 to 9, and it consisted of only one class not three separate one. No need to worry hen more.

I arrived at the dojo in Chinatown, people were already going in, I saw so many kids being dropped off by parents, it was honestly worrisome. Would this place even teach me anything? Or was this just a giant dump for money?

I sighed, I was about leave in frustration when I noticed a sign down the road hidden behind a neon sign for a chinese restaurant. I paused blinking at it, it sounded so familiar.

'Chikara Dojo'

And I realised why. Colleen Wing, she owned that dojo. She was Iron Fist love interest and she...she was currently a member of the Hand that brainwashed kids into becoming killing machines.

And like that I was at an impasse. One, I could try my luck in another dojo and pray it wasn't a money dump as well. Or two, go to the Chikara dojo, learn what I could from Colleen, and make sure the Hand doesn't become aware of me mooching off their techniques.

It was a dangerous gamble for sure, the Hand were a league of assassin in this universe, ninjas that had no equal. It was crazy to think I could learn from them, but at the same time...Bruce Wayne in one universe learnt from Ra's-al Ghul himself.

Fuck it, I want to be a ninja. But if they even think I'm joining their little clan then they have another thing coming.

I walked into the building and found a staircase leading to the first floor with a sign for the dojo. The place looked exactly like it did in the Netflix series, yellow hallways and all. I found the dojo easily and stopped, peeping in to see students already in a uniform standing before Colleen, who I have to admit, looks so fucking amazing!

She looked up and noticed me, nodding to enter and with a gulp I did. I took off my shoes and walked into the dojo.

The students turned to look at me, I meet their gaze, I turned to Colleen, "I wish to learn. Please."

The female ninja smiled, "you came to the right place. Though ah, you don't really have to sound like you're in a kung-fu movie you know."

I chuckled rubbing my hair, "sorry, nervous."

"It's fine, my name is Colleen Wing, and you are?"

"Peter, Peter Parker," I put down my bag and took off my shirt revealing the exercise clothes I had on underneath, "can I start now?"

Colleen looked impressed, "no, not today. For today I want you to stand to the side and watch. Think you can do that Peter?"

I nodded, "sure," I sat down to the side, watched them closely.

"Right, now then let's begin," Colleen turned to her students. They went into basic movements of the blade, it seems she taught them kendo for now.

Maybe more advanced classes learnt ninjutsus and stuff liek that? Maybe only the really advanced recruits were even considered for such a training? I needed to learn that as well, I need them to want me, and maybe I can leave them blinking how it all went so wrong.

But for now I sat down and watched. I used Peter's amazing mind to break down the swings and the foot positions, understanding how it moves and why. I learnt the various strikes by watching them move, and I even noticed their mistakes.

By the end of the first session everyone there was sweating, kendo was hard, it wasn't just swinging a sword. It also involved a lot of hand to hand movement that required stamina, though I don't think I'll suffer for it.

"Alright class good work for today, I'll see you all around tomorrow, same time. Joey! Don't be late!"

"I'll try sensei Wing!"

She smiled as the rest of her students left leaving her and I alone. She sat down before me and smiled, "so what do you think? Think you can keep up?"

"If I do will you advance me ahead of the class?" I asked her. She looked surprised, confused even, so I explained, "they're way to new at this to be you're best class, I'm assuming there are different levels, probably at different times. I was wondering if I learnt them well enough you wouldn't hold me back."

Colleen looked surprised, "I would never hold back a promising student. If I believe you are worthy then yes, I would advance you. But don't get you're hopes up just yet Peter, it isn't as easy as looks."

I smirked, "I think I got it."

Colleen chuckled, "really?"

"Yup," I got up and walked over to the sword stands, picking up a wooden bonto, "can to try me?"

Colleen looked unsure before shrugged, "why not. Show me what you got."

I nodded as I proceed to show her the three katas she had taught the students today. One that was a basic attack and block combo, the next one added leg movement and turning the body and the last one added more complex swings that were difficult for some to do, but thanks to my agility I managed my own.

Colleen started, "w-what?! How did you do that? Have you been trained before?"

I shook my head, "no, I just saw how they moves and copied it. Well, I also noticed a few mistakes, so I corrected that a well."

Colleen's eyes went wide before she smiled, "I would be honored to teach you Peter."

I bowed, "thanks you Wing sensei, I won't disappoint. Will your next class be coming soon?"

Colleen nodded, "yes I have three more classes after this. Why? Do you wish to stay?"

"Yes."

"Alright, but you mustn't practise the techniques I show them today, understood? They are extremely dangerous and only a master can perform them without issues. So no getting greedy, understood Peter?"

I smiled, "wouldn't dream of it."

I spent the next three hours watching students come and go. Colleen had pretty good system to be honest, kendo taught to the beginners first then more advanced techniques and combat for the second batch.

The third was taught several hand to hand combats and the fourth group, which had only seven people for Colleen to teach, was trained into the ground to be fighters. I knew this wasn't the full Hand ninja training program, the fourth class kids were still too full of opening for one to exploit.

No, these guys would be taken to the facility where they wou further trained and brainwashed, I remember the Iron Fist mentioning the compound was in New York, but I don't remember where. Damn me and my stupid brain!.

I payed Colleen for the month and reached home earlier than I thought that night. May was pleased I found a dojo with much more sensible timings, though she didn't realise how I basically just made a deal with an army of fucking assassins. If she did I don't think she would be standing.

The next day I got up bright and early and went for a jog. The very mention of physical exercise seemed to have brought my aunt, she looked at me like I was a foreigner to her before smiling, "MJ is a wonderful influence on you Peter."

And I got pissed, "I'm not doing this for her or anyone else aunt May," I hissed with hostility she wasn't expecting, "I'm doing this for me."

I had two hours to work in some kind of exercise before school started. I ran for half the time and spent the rest in the hangar where I swung from chain to chain. It helped me with my balance and control, giving me some experience swinging large distances.

Unfortunately it seems I spent way too much time there. I had to run back to my home at full speed and got ready. I must have taken a bath and changed in record time. I came downstairs and saw breakfast ready for me.

"Morning Peter," Ben greeted as he looked through that morning's paper.

"Morning uncle Ben," I wished him before stuffing my face with breakfast.

Ben blinked, "slow down Peter! You're going to-"

I coughed.

He sighed, "chock. Here, have water, don't rush."

I drank it, "can't late. Need to catch bus."

"Well then I'll drop you," Ben told him, "now finish your food."

I nodded as I quickly did just that. I walked out of the house in a few seconds with uncle Ben following slowly.

As I stood outside though I noticed MJ waiting outside her own house. I smiled, 'did she wait for me?' But before I could say anything though I found a convertible driving down the road stopping before MJ's house.

My eye widened as I saw Harry in the driver's seat honking, "MJ! Come on!" he yelled.

"Coming!" MJ called out as she got out and ran to Harry slipping into the front seat. She smiled at Harry who took off like a bullet.

I couldn't help it, I growled. I fucking growled.

"Peter," Ben sighed, "she's not abandoning you."

"Really? Because it sure feels like it," I spat back, getting into the car, "come on uncle Ben, I'll be late."

He sighed as he got the car and ignited it, "Peter, she's just happy she has friends. Can't you understand that?"

"No uncle Ben I do understand that. I also understand that the moment she did, I was completely ignored and forgotten."

Ben took the car out of parking and drove out to the street, driving slowly to the school, "Peter, just because she doesn't talk as much doesn't me she see's you as less of a friend."

"Maybe she doesn't, but I do," I sighed, "honestly I don't understand why I'm complaining, I don't even have friends. But damn it uncle Ben it hurts being ignored."

Ben smiled, "I know son, I know. But it will get better, I promise you." I didn't reply, I just looked out at the passing scenery and wondered, 'should I even bother being her friend anymore?'

That day I got to school and didn't bother with talking to people in general. I wasn't looking forward to any of the classes, I barely survived them. I did take notes and the like, studied french the best I could, I didn't break from schedule.

After school I went to the Chikara dojo where Colleen allowed me to participate with the rest of the beginers, though it became obvious I was far more skilled and graceful than them. Spider powers for the win!

I arrived at Queens via train and as I walked out of the train station I heard some scream.

My eye went wide, 'a mugging'! I realised as I shot out the door like a bullet and looked around. I saw someone being pushed into an alley by three guys across the street. Wasting no time I put on my hoodie and charged.

"You're jewels and money rich guy, or I'll fucking stab! You where you stand!"

"Okay please don't hurt us!" a man said standing protectively before his girlfriend as three thugs stood around them with knives.

"Hey ass face!" I yelled out.

The one closest to the street looked away, "what-" and connected his face to my boot, breaking his nose and sending him flying backward.

"Get him!" the other thug yelled out as the last one tried to take me on. He thrust his blade forward, trying to rip my stomach open, but I managed to dodge them all, my spidey senses helping me to predict what was going to happen.

Suddenly he roared and charged forward, trying to grab me, but I jumped over his head, landed on the other side and sent a kick into his back than landed him on the ground.

Before anyone could react I charged the last thug still standing and grabbed his knife, I got it to stick to my hands, pulling it out of his grip before throwing it away.

"What the fuc-" my punch connected to his face so hard I felt his nose crack under the impact. He went flying back.

I turned to the last thing getting up, kicked him in the stomach, hard. The air in his lungs got knocked out, he rolled around holding his solar plexus in pain.

"T-thank you," the man replied.

I didn't turn around, my face being obscured by hoodie. I looked at them both before running away as quickly as I can. I may not be a superhero, but a single skinny kid beating up and thrashing three thugs? Yeah right, like I can explain that!

I got him that night with a smile.

"Oh, had a good day at the gym?" May asked.

"It's a dojo aunt May, and yeah, I did," I smiled remembering the muggling I stopped, the people I saved. I was right, if I actually knew how to fight I could be so much cooler!

"Well that's good. Wash up Peter, we're having your favorite tonight! Pizza!"

Oh this day just gets getting better and better!

* * *

 **In case** **it wasn't obvious, this isn't going to be an MJ and Peter Parker thing, not right now anyway. No prize in guessing which pairing it's going to be.**

 **Also yes, I am going into a vague area of the Marvel universe with Colleen and all, but that's the point.**

 **I hope my compression of Batman and Spider-man were accurate.**


	3. The First Case

It was over a week of my new training schedule when something happened that was even remotely interesting.

It was Sunday morning when I woke up to uncle Ben watching the news, which was reporting on how there was an accident in the Baxter building, resulting in a small explosion.

To uncle Ben that may not seem like much, but to me? It was fucking world shattering.

For a while now I assumed this was the Marvel cinematic world, meaning only the movies would be included. But now? The Baxter building was home to a special group of people, Marvel's first family!

The Fantastic Four!

Holy shit! They're real!

I moment I realised this I booted up my computer and searched for them. Reed Richards was young in this universe, just 25. Sue was even younger at 22, Johnny was a teenager at 16, Ben Grimm was 25 and Victor Von Doom was 30.

It sounded like they were the Ultimate version of the Fantastic Four, but it didn't feel like so. Reed was smart and very collected and Doom was in fact ruler of his own nation at this moment. They were college batch mates, and by the looks of things on Doom's scientific accomplishments, he didn't value Reed at all, often mocking the man in his papers.

I honestly didn't know what I should do at this point, I mean, they were the FF, was I supposed to help them? No, no they can handle themselves. Maybe after I get a suit made I can introduce myself, but until they I'll stay put.

So with that done I found myself enjoying a relaxing Sunday. I had no training, no homework of note and best of all, aunt May and uncle Ben were going out in the afternoon to visit friends and would only come back late at night!

I needed to take advantage of this, and I will. But first things first, a costume. I felt silly trying to be Spider-man without a costume, so I started to browse through Ebay to find one.

I honey wasn't surprised to be completely horrified at the choices I had. They were all so disgusting! Fucking hate these things! Can't I just get armour? Oh wait...I'm poor. Forgot about that.

But that didn't mean I had to be fucking stuck with shitty looking spandex. I bought two, one red and one black. I wasn't a big fan of the whole red and blue classic costume, and if you didn't figure it out, I'm going for the whole, 'Superior Spider-man' thing. So black and red it was!.

The costume would arrive in few days, good thing too, gave me time to learn how to stitch. It took me most of the morning watching videos upon videos on how to sitch on Youtube, but I did it. It was a very brain numbing job, didn't really involve heavy thinking, so it was an easy concept to grasp.

When May and Ben left for the day I went to my room and changed into a nicer set of clothes and went out. I didn't want to be stuck in one house all day, plus I was near New York! The greatest city on Earth! I had to explore!

I took the train into the city and sighed as I enjoyed the sights. I know I may be giddy like a tourist, but I didn't care! This place was so amazing! I walked down to Harlem, curious to see what it was like now.

Needless to say was a wreck, people were still cleaning things up, apparently the military did what they could, but the party de was still huge. Debris was still being cleaned away, people were volunteering, a new organization called, 'Rebuild Harlem' was on the scene.

My curiosity now satisfied I left the place, knowing it was in good hands. But as I passed through the Apollo theater I looked around and noticed the road was still cracked. This was where they first clashed, and when I looked down the road I could see the crater whether Bruce landed and transformed into the Hulk.

I grew curious and walked over there, people were told to keep back, but obviously no one listened. People were taking pictures and such, but now all the attention the hole drew was gone. I found myself staring at it in silence.

I was about to leave, when I saw some something under a rock. I walked into the hole and carefully lifted the heavy stone, and there it was, a brownish stain. Blood. Hulk's blood.

I immediately knew this was dangerous. Not only was it extremely volatile but it did some funky ass shit. I remember people were mutated when exposed to it, some guy grew super smart when it seeped into his head...so what would it do to me?

I was curious, I wasn't going to inject myself with it, but….I wanted to know what it was.

I took the rock up and put it in my pants, it was around the size of my hand, not too big. I left Harlem quickly and stuck around the city for another hour for lunch. Soon I was back home in my basement lab holding the blood soaked stone.

I scraped off a little bit of the dried blood into a test tube and be the process of making it useful. It took some time but soon I had a vile of Hulk's diluted blood ready to go. I put the stone under my desk, away from sight. I would need to find a better place to hide it and soon.

But back to the blood. I analyzed it under a microscope, not much I could see, but I did find the blood cells were still active. Usually dried blood would mean dead cells, hence why they lose the colour, but now….the Hulk's cells have some amazing properties.

I studied the blood a bit longer, noting a few more properties it had, like how any form of food I introduced, like glucose or carbohydrate, was consumed within seconds. It was almost like the damn thing was alive.

After my little experiments with Hulk's blood I went out once more, this time to the hangar in the abandoned train yard. I jumped over the fence and walked towards the hangar. But when I got there I noticed the doors had already been opened.

I groaned, whenever I left this place I made sure to close the doors, who else was here? I pushed the hangar doors wide open and walked inside. "Hello? Is anyone here?" I asked.

"What the heck?" a voice came from inside the hangar. Stepping out from behind the stack of iron beams was Flash and Liz, followed by Harry and MJ, all looking surprised to see Peter there.

"Parker?!" Flash growled, "what the hell are you doing here?"

I raised an eyebrow, "painting the ceiling, and you guys?"

"Hey Pete!" Harry called out with a smile, acting like we were old buddies, which sadly we were, but not anymore. Guess he brought them here, I remember him and Peter finding this place together back in the day, "I was just showing these guys this amazing place! I didn't know you still come here!"

I shuddered, "from time to time," I looked to the side and saw MJ blushing red, I narrowed my eyes. I looked at Liz and spotted her looking frustrated at me. I could see her hair was a mess and Flash looked pissed as well.

Suddenly realisation dawned on me, "ah, so you guys came here to make out, I see."

Liz's face turned red, "what?! No! Get your head out of the gutter Parker!"

I shrugged, "says the girl who looks like she just got thrown into a washing machine," I then made eye contact with MJ and she blushed even harder, "well, I suppose congratulations are in order, I'll leave you guys alone. Lock up when you're done."

I turned to leave when suddenly MJ spoke up, "ah wait Peter," she looked nervously at Harry, "I think I better go as well. My aunt would be getting worried."

Harry looked hurt, "what? Are you serious? But we just got here."

"Yeah I'm sorry, I'll see you in school Harry, bye Liz, bye Flash," and with that she practically ran out of the hangar.

I groaned as I followed her outside. We walked to the fence where I helped her climb over it. When were walking away I finally asked, "so...you and Harry huh?"

MJ's eyes widened, "what? No!"

I rolled my eyes, "you don't need to lie Mary Jane, I don't personally care who you are with, it's your business, not mine."

MJ looked away as we walked back to our home. I honestly didn't want to go, but MJ looked kind of shaken up, I couldn't help wonder if something happened between her and Harry.

"He...he thought I wanted to make out," MJ spoke up finally.

I raised an eyebrow, "oh? And why did he think that?"

MJ shook her head, "I don't know."

"Mary Jane...did he try and force something?" I asked.

"What no! He didn't do anything! It's just," she looked ashamed, "I guess I must have seem interested. I...it's my fault really, I'll apologize to him tomorrow."

I looked at her, so beaten and hurt. Nothing like the amazing girl I meet the first week I was Peter Parker, none of the life or joy. I was honestly horrible to watch.

"Don't apologize," I spoke up gaining her attention. She looked up curiously and I explained, "he hurt you, tried to push the boundaries, don't apologize to him. Make him say he's sorry. Harry is...he was a friend, or something like that. Now he's just a jerk, he likes getting his way, don't let him push you around."

MJ looked surprised but nodded silently all the same. We walked back to her house, she looked deep in thought. When it was time to go our own ways she finally spoke, "Peter...thanks, for coming when you did, I...I know I haven't really been the best friend but-"

"-Enough," I snapped, getting pissed at the pathetic apology she felt she had to give, "it's fine, just get home safe. Remember, don't let him walk over you."

"Peter I'm trying apologize. I know I haven't really been spending much time with you in school and I feel bad. I'm sorry."

I shrugged, "it's fine, I don't mind," I walked away.

MJ blinked, "Peter?"

"Night Mary Jane," I wished her well before going inside my room and slamming the door behind me. I wonder if I was being hostile, heck I didn't even call her MJ. But it hurt, it fucking hurt and...fucking teenage hormones.

The two weeks went by quickly for me, too quickly. I had training, the few times I snuck into the train yard for an impromptu workout, learning as much as I could and then making the Spider-man costume.

Colleen really began to push me the second week onwards. She realised I could probably become one of her most gifted students. She had me moved to the second hour classes and always pushed me to learn more and fight harder. I never used my full strength, but I was beginning to see why the Hand trusted her to teach possible future recruits.

School was dull, whenever I had a lesson I found pointless or if it was something I already knew I took out a book to learn something else. I was passable in French now, I could probably hold up a conversation, so now I decided to pick up Spanish.

I did read up on a lot of Reed's theories though, they were simply fascinating. They spoke of different dimensions and the ways to access them. I already knew this, you know considering I came from another world, but it was still amazing to see such scientific evidence for it.

I knew I was never going to be as smart as Reed Richards, I can't build a teleporter in my garage with a few spare parts lying around. No, but what I can do is be a practical and sane mind. Scientific inventions wasn't the only form of genius.

My personal training session in the training yard become more of a challenge than anything else. I wanted to push my body to the limits, see how far I could jump, how much I could carry, how flexible I was, how good my balance was.

I was slowly improving myself, slowly, but surely. And thanks to my advanced regenerative powers I could recover from strenuous exercise the very next day, talk about a cheat code.

And then finally came my costume. I was similar to the classic costume, expect instead of blue I used black. I had to stitch on the webs for the costume, I cut up parts of the black spandex suit to sew into the red portion and create the patterns needed. I used parts of the bottom half of the red suit, not in use, to make gloves and leg coverings with a sole pad sowed into the bottom.

The suit was a two piece, the top half mainly red with black bits sworn into the sides and back. The bottom half was black with red shin high red feet coverings. I had to work on the mak a bit, make it less face hugging, cutting out eye holes and putting in lens of an old pair of glasses.

When I put the suit on and looked at myself in the mirror I gasped. In complete honesty….it was shit. It looked pathetic. Like a child drew it on a piece of napkin. The stitches were wrong, the measurements were horrible.

I wasn't a master tailor, over all it has been a waste of time.

I threw the costume under a loose floor board, a secret compartment where I stored sensitive items, like the rock containing the Hulk's blood.

I honestly didn't know what I should have expected. I don't know how the original Peter would have made his costume, but I'm shit with a thread and needle. I can't make my own costume, so for now, I'll just keep working on my web shooters.

Speaking of which they were coming along great. I managed to fix up a bracelet like bands to use as my new shooters. The shooters themselves were the important part, I made a knob on the top that could be used to adjust the web pressure, thereby giving me different types of webbing. The process of making them itself was difficult, no doubt about that, but it was worth it.

It was the weekend again and I found myself traveling to the Chikara dojo by train. Usually I had the weekends off, but it seems Colleen had other ideas. She told me to be ready for a more practical training exercise, whatever that means.

As I walked towards the now familiar building I noticed a few of my fellow students standing there waiting for something. I noticed one in particular, Marcus, a black kid that I remembered seeing in the Iron Fist TV show, one day he is going to join the Hand, but for now, he's just a kid.

"Peter, over here," Marcus called out.

"Hey Marcus," I nodded, "hey all," the others simply nodded to acknowledge process, "does anyone know what this is all about?"

"Sensei didn't tell you?" asked girl named Agatha, who we call called Agie.

I shrugged, "she just said it's going to be an interactive training session."

"Okay, so basically here's the deal, we're going to basically mug her," Marcus explained.

I blinked, "crazy person say what now?"

The kids laughed as Marcus explained. Colleen was teaching them real life skills, and apparently that included training kids to gang up and attack someone. They all thought it was just some basic stealth and teamwork building exercise, but I knew the truth, it was training for when became members of the Hand. They were being trained to assassinate people.

"So where is sensei?" I asked.

"Sensei Wing is hiding, she's somewhere in the city. It's our job to find her and get the jump on her. Basically our job is to grab her blade and run away before she can catch us and get it back. We are supposed to find out way back here and if we do that, we win!"

I could see it now, in the future the mission won't be hide and go seek, it would be locate and terminate. And the running back to base would be running to an extraction point. Truly the Hand were a sick group of people, smart, but sick.

We waited for another hour for more people to show up before we split into groups. Usually it was up to you to find a group to travel with, but since I was still fairly new at this and inexperienced, I got to tag along with Marcus, a kid named Brandon and Agie.

We four decided to check the surrounding areas for clues. Most of the other groups went in random directions but Marcus decided to check her favorite hang out spots first. We ended up wasting an hour of our time, by thoint Colleen could have been in Harlem, Downtown or even Queens for all we know.

But then I got an idea. I ask myself, how would Batman do it? How would he track the Joker? And I got an answer.

I would think like him, so I did. I thought like Collen. What was her objective? To train her students. So that means she'll be close, maybe somewhere open and where a woman carrying a katana can be easily spotted. This would also remove chance for her students to hide and getting the jump on her.

So a park, mostly likely Central Park. Not that far far away from Chinatown and she must have had so much free time she would have made it easily. But where in Central? Where can she hide and yet fight given enough time? Where can she fight without having people try and stop them because they didn't realise this was training?

I opened my phone pulled up a map. I searched and searched until I landed on the perfect spot.

"Guys," I got their attention, "I think I know where she is."

"What, how?" Agie asked surprised.

I smiled, "just a guess."

It took some time, but I convinced them to follow me. I brought them to the Park and we began looking around the South West gate, the place with the least amount of people and wide open space.

And in a few short minutes we found her standing by a fountain, eating ice cream. We held back, hiding behind the trees, watching her, she didn't look at us she didn't know we were here.

"Alright here's the plan, Agie, you and Brandon distract her, Peter and I will sneak up and grab the blade. I'll run back to the dojo while the three you hold her off. Got that?" Marcus ordered.

"No offence man, but that's a stupid ass plan," I snorted.

"What?" he asked raising an eyebrow. Was he trying to intimidate me? Really? Who the hell does he think he is? I'm Peter fucking Parker!

"It's too open, she chose this place for a reason Marc," I pointed, "a few people, not enough for us to hide behind. She'll spot them a mile away and us just as quick."

"What's your idea then?"

"We wait, wait for her to move, or make her move. Do something to distract her and the people around her to draw the attention away. And then we strike."

"Peter, no, that will never work, the moment we do that she'll be on us," Brando shook his head, "we go with Marc's plan."

"Yeah, I'm with Marc on this," Agei agreed.

I glared, "then good luck doing it without me."

"Peter, this supposed to be a team exercise!" Marcus hissed, "we need you with us!"

"No, it's a stupid plan Marc and it will not work, listen to me. We have to distract her first before anything else!"

"No Peter, we've been over this," the boy sighed, "fine, you want to come you don't have too. Come on guys, we can do this ourselves." The other two nodded as they got into position.

They looked so confident, so determined….I give them five minutes

 **Six minutes later:**

Colleen chuckled as she walked away from the fountain with three of her students limping behind her, "did you really think you could have rushed me like that? Come on guys think!"

"We almost had you," Brandon grumbled.

"Almost isn't the same," Colleen smirked, "you needed to be smart about this. You should have distracted me first, then tried to grab the sword. Teamwork is important guys but so is forethought."

"Heh, funny, that's Peter said, guess we should have listened," Marcus grumbled as he rubbed ore shoulder.

"Wait, Peter was with you?" Colleen asked surprised, "where is he? Why didn't he fight?"

"He called us ideas stupid and refused to join in," Agie sighed, "guess he was right."

"Wait, he said it was stupid?" Colleen blinked as she walked under a bridge, following the road that lead to the nearest exit, "hm, maybe I should have a talk with him."

"Maybe," Marcus nodded.

As they walked to the other side of the bridge though Colleen saw the shadow of a person leap down. She stopped in surprise as I landed before her, stepping back in shock. I didn't let her recover.

I grabbed the strap of the katana around Colleen's body with one hand and kicked her in the stomach, sending her flying back as I pulled the sword over her head.

I looked at the other kids and winked, "in this case, you three were the distraction," I turned, and ran.

Marcus' face dropped, "so cool."

Colleen got up, her stomach hurt as she held in pain, but at the sight of me running away with her sword must have ticked her off. She got back on her feed chased me, yelling, "get back here!"

Marcus and the others began to run now as well, trying best to slow Colleen down, but our teacher wasn't to be underestimated. She threw off their attacks and continued chasing me, I turned around and grinned, 'now this is training!'

I ran out of the park and across traffic, not stopping for the signal. People yelled at me but I payed them no mind. I ran down an alley way and saw a fire escape leading to the roof top. Time to take this chase skyward.

I jumped onto the first floor sky escape, just as Colleen and the others managed to catch running into the alley as well. They watched in awe as I ran up to the roof and began jumping from building to building.

"Peter get back here!" I heard her yell.

"Make me!" I cried back.

I took me an hour to get to Chinatown, a freaking hour. I landed on the roof of the building that owned the Chikara dojo and climbed down the side. I was panting now, guess even I had my limits. But one hour of constant running? Not half bad.

I sat on the curb and waited, ten minutes later Colleen reached with the others following right behind her. They were all drenched in sweat, I stood up and grinned holding up the sword, "guess that means I win."

Colleen smiled, "okay, yeah, you win….just, let me catch my breath," she and the others collapsed on the building steps.

"Peter," Marcus spoke between pants, "next time, we'll do it your way."

I grinned, "sweet."

"You kick like a mule," Colleen groaned holding her stomach, "I swear it's like you kicked the lunch out of me."

"Sorry," I winced, "I may have gone a bit overboard."

"Yeah, just a bit."

Eventually all the other students arrived as well, collen told them my group and I had won and we then went into detail about how we found her.

"Honestly, it was Peter's idea," Brandon admitted, "we just followed him."

"He was also the one who jumped sensei," Agei shrugged, "plus he did warn us that our first plan would fail."

"So Peter, care to explain?" Colleen asked as the entire class looked at me.

I shrugged, "I just wondered what you were trying do," I then went into detail how I came to the conclusions I did. Needless to say the kids were all impressed.

As a reward for winning Colleen bought coke for all of us, we sat on that curb and drank our cold drinks, chatting.

I quickly found friends in Marcus, Agie and Brandon. Guess that's one good thing this day gave. Seems making friends isn't that hard, it's just Peter's image at school was so fucking damaged there's no hope for people to not start making assumptions about me.

Marcus and I began to talk about Chemistry, the kid was horrible at it, I offered to teach him and he couldn't thank me enough. It seems we both lived in Queens, only Mus lived in the poorer part of town. We took the train together back home and Marcus lead me to his house.

As we walked through his neighborhood I noticed it was in bad shape, really bad shape. The place was dying, but I didn't say anything. Instead I listened as to Marcus explain just what he was struggling with. But just then-

"Get that boy homie!" and then a gunshot.

"Get back!" Marcus ordered as he grabbed by the hand and pulled me into an alleyway

"What's going on?!" I asked. Marcus just shushed me and pointed at the meet. And then I saw them.

Five thugs dressed in green, guns waving about as they chased another man down the street. They laughed and cheered as they shoot at the man, none of the bullets meaning to kill, rather just to scare.

"What the hell is goin on?" I asked seeing the thugs run across alleyway, Marcus and I crouching behind trash cans like rats.

"That's the GST, the Grass Stained Thugs," Marcus explained, "they run the streets around here, they terrorize everyone. The cops can't do anything them, hell half the kids in my school are addicted to dope because of these guys."

"And the police can't do anything about them?" I asked.

"Hell no," Marcus shock his head, "they basically run this place."

I narrowed my eyes, guess I just found my first case. All I need now is my costume and gear. Soon the coast was clear and Marcus quickly took me to his home. It was a small apartment in a large complex, dirty and old, but I honestly didn't care.

We spent the rest of the day over a Chemistry book as I did my best to teach him what knew. And during the short study breaks w took I pumped him for questions about the GST. They operated out of a stripclub, because of course they did, dealt with cocaine, money lending, racketeering and even gang on gang violence.

Needless to say I have my work cut out for me.

I went back home that day and began research into the club. Peter didn't really have a mind of hacker but he did know his way around computer. That reminds me, I should probably try and learn how to hack, seems like an important thing to know about.

The leader of the GST was a guy named Razor, a tall, mean looking mother fucker. He was the main suspect for four murders the past year alone and is known to be ruthless. He does have one weakness I can see through, women. Lots and lots of women. Man was a whore.

I needed to bring down this gang, too many people are getting hurt because of them. To destroy a gang I need to destroy their credit, meaning public embarrassment. Just beating the shit of people wouldn't be enough, I would need to make sure they can never reform again.

I spent the rest of the weekend working on my web shooters and ideas for a new costume. I honestly did not want to wear spandex, it was a horrible idea. I may look good in it, but it was so uncomfortable. I didn't like the way it clung to my skin, nasty.

On Monday, after my class with Colleen, I came back home at around 7. I finished whatever work I had and pretended to go to bed. At around 11 in the night though, after making sure May and Ben were asleep, I snuck out wearing dark clothes and a ski mask.

I had my new web shooters strapped on and ready for a test drive, tonight I begin my research. I went to the bad part of Queens, Marcus' place was just a few blocks away. I found myself on the roof of the GST strip club. I found an air duct and crawled in, shimming my way trh the small space.

It wasn't anything like the movies made it out to be. It was dirty and smelly, I was really glad I wasn't wearing white.

The loud music from the club downstairs were painful to hear, and so were the stripper's names. Honestly, 'Diamond in the rough?' Who came up with these names? 8 year old boys?

However I did manage to find my way into the more quiet part of the club, the rooms without windows in the heart of the building. I peered through the vents, I could see people stripped bare to their underwear packing in what looked like small bags of cocaine. Guards surrounded them with sub machine guns. Looks like they did their drug distribution here as well.

I kept crawling and sure enough I came upon a room where a couple of thugs in green sat around smoking weed with a tall man sitting on the couch with a gun on his lap.

'Razor,' I realised and I listened.

"Man day by day Cotton Mouth's getting pushy," Razor snorted, "I mean what the fuck does he and his cousin think their doing? Fucking rebuilding Harlem? Fuck that man!"

"Yeah, you said it Razor, those two are fucking crazy man!" said lakey #1.

"Hey, did you guys know I was there when that big green guy showed up and wrecked the place?" lakey #2 asked.

"The Hulk? You serious man? You were there?" Razor looked surprised.

"Yeah man, him and this other dude, grey looking guy. They like brought down a military chopper man! And then they began tearing up each other!"

"Don't' forget that rope kid man!" lakey #3 yelled out.

"Oh yeah, sorry man, I almost forgot! Suddenly this little dude like shows up and saved everyone man! He took out the big guy in like five seconds! He choked him!"

"Woah," Razor whistled, "damn, wish we had guys like that."

"Yeah, he used this rope, like sticky string to choke him man. And then he like stood over his body and laughed! It was fucking psycho man!"

I rolled my eyes, I so don't do a psycho laugh...well, I don't usually do it outloud. Maybe in the privacy of own head.

"Alright enough of this shit," Razor grumbled getting up, "that fucking mexican expects the drugs tonight. We need to pack up the shit and move. You guys ready yet?"

"Almost boss, maybe just a few more minutes," lakey #1 replied.

"Great, show me," Razor spoke as he and the others left the room, switching off the light. I quickly shimmied in reverse and followed him into the drug packaging room.

Razor yelled a lot and got his people moving. The moment the last box was packed they all moved downstairs and I needed to get out well.

I climbed out onto the roof, sighing into the cool night air. I ran to the roof edge and found a large van parked in the back. Razor and his crew put the drugs in there and got on. They even took off into the night and I knew I had to follow.

I took a running start and leaped off into the air. I clicked the shelters and shoot a webne across the street, swinging across the road. The wind howled at my ears, it suddenly became too cold for me. I didn't understand how Peter managed to swing in the cold night wearing nothing but spandex. Maybe thermal underwear?

I followed the van via roof tops to the harbour. They stopped before a warehouse, number 153, and waited for the doors to open. The moment it did they drove in, and I snuck in by opening the sky light and crawling along the wall, sticking to shadows.

I saw a mexican man in a nice suit waiting for them. A suitcase by his side and guards around him.

Razor got out of the van men loading out the drugs. "It's here."

"I'm sure," the mexican spoke with a hint of an accent. He handed Razor the case, "your payment."

Razor opened it and examined the money, "all right, we good."

"The Kingpin would like to extend his gratitude, it was very hard to get the...medicine we needed into the city, what with the army crawling all over Manhattan." I gasped softly the Kingpin? Already? The first crime group I follow and land up in the middle of one of Kingpin's deals?! Fuck me!

I took out the camera and began to film the scene before me. If I ever fight the Kingpin, this will be great evidence to put him away. And if a certain blind lawyer is willing to help me, then all the better.

"Keep giving me cash and I'm a happy fish amego," Razor grinned, "anything else?"

"The next shipment?"

"Same time," Razor shrugged, "oh, and I want double."

The man sighed, "Mr. Razor, we are already paying you three times what this stuff is worth."

"Take it, or leave it," Razor spat.

"Or else?"

"Or else I'll sell to someone else," Razor smirked, "I heard Cottonmouth got his hand on some dough, maybe he could help me out."

The man in the suit sighed, "I really wished you hadn't said that...very well," the snapped his fingers suddenly his men aimed their guns at Razor and in seconds tore him into pieces.

I had sure to keep my fingers steady to not shake the video, tho I was shocked to my system. They killed him? Just like that?

The GST gang member couldn't do a thing. Before even one of them could drop the ce of drugs they carrying and draw their weapon Razor was dead and the steaming nuzzles were pointed at them.

"Next time, don't be so greedy," the man spat on Razor's corpse. He turned to the people staring at him, "how's in charge now?"

Lakey #3 stepped up, he gulped, "I am."

"I expect the shipment to be delivered at the time next week. Any mistakes and...well, you already know," he walked away with the drugs leaving behind the money and the corpse.

GST and I got out of that warehouse as quickly as we could. And while they ran away I sat on warehouse rooftop stunned in school. I watched the video I captured as it played over over again. They killed a man, in cold blood they killed a man.

I pulled up my mask and puked. I couldn't handle the sight of blood, and a dead body? That was a first for me.

But now the question was this, what to do with the video? Keep it? Destroy it? Would it even do any good? Could even be useful? I don't know, but I knew one thing, this world I was trying to challenge was a ruthless one and one miss step, one mistake and everyone I love could be dead.

I went back home as fast as I could. Not really sure what to do. But as I snuck around in the trees trying to get home I noticed Harry talking to Mary Jane in the side of her home. Her window was open, guess she snuck down to meet him.

"I don't understand," Harry growled, "why won't you be with me?!"

Mary Jane looked hurt, "I-I told you Harry, I just don't like you that way."

"What do you mean?! I am not rich enough? Or fucking handsome enough for you?!"

"It's that Harry I just-"

"-Is it Peter?" he snapped. Mary Jane paused, hell, I paused, my brain stopped working. 'Does not compute!'

"Oh my God, it is isn't it, you like him," Harry spoke in a quiet voice, "you actually like him more than me."

"Harry now, Peter and I just friends and...and I realise how poorly I've been treating him. I feel bad. But I'm not in love with him."

"So you feel sad for him?"

MJ nodded, "yeah."

'Okay, and you're back to being a bitch,' I rolled my eyes, sad for me, who the hell is she to feel sad for me?

"So then you just don't love me? Is that what you saying?"

"Yes...I'm sorry Harry."

"Whatever, you fucking bitch," he cursed as he walked away, got in his car and took off. I hoped he didn't crash it somewhere, it would almost be a tragedy...almost.

I looked at MJ, she sniffled, she was crying. She leaned back on her fence and cried. I knew I should probably leave, leave and never look back. But...but it wouldn't be fair.

I sneaked around the corner and dropped down. I removed the sky mask, gloves and web shooters, putting them all in my pocket. I took a deep breath and walked towards her.

"Hey Peepers, why the tears?" I asked in a quiet voice.

MJ's head shot up, "Peter?" she wiped her tears and got up, "h-how much of that did you hear?"

I shrugged, "I don't know what you're talking about."

"Peter-"

"-I'm serious. I saw Harry's car driving away like there was no tomorrow. I'm guessing everything isn't alright in paradise?"

"For God's sake I don't like Harry Osborn! He and I aren't together!"

I smiled, "you know if you told him that the same way you told me he might actually stop pestering you about it."

MJ was quite, she sighed, "I-I'm sorry I got mad at you."

"It's fine, a temper is to be expected, after all you are a redhead," I chuckled at her glare, "oh lighten up Peepers, it's not the end of the world. So one guy called you a bitch, big deal. If I was worried about all the things people called me I won't be able to get of bed the morning."

"It's not that, it's just that I...I don't know if it's my fault," she sighed, "Harry's a great guy, smart, funny-"

"-Rich," I added.

MJ glared, "I'm not shallow Peter," I shrugged, "but...I don't think I like him that way. I don't think I like anyone that way. I just wanna live my life you know, it's not like I need a boyfriend to survive."

"So? Tell him that, and the next guy after that and next guy after that. Until you're ready to start something new," I shrugged.

"Yeah...you're right," MJ nodded, "thanks Pete."

"Don't mention it," I walked away waving at her, "sweet dreams Mary Jane."

"Wait Peter I...I'm sorry."

I turned around, "for what?"

"You were my first friend here and I...I'm sorry I haven't been better to you."

"Like I said Mary Jane, it's fine. I'm used to it," with a shrug I turned and left.

"Good night then," she whispered. I turned the corner and quickly climbed into the trees again. I watched her climb back into her widow and tuck herself into bed. Guess my work here was done.

I took a shower and washed my clothes, don't want Aunt May asking questions on how I got my stuff so dirty. As I went to bed that night I stayed up wondering just what I'm supposed to go now.

The Kingpin wanted GST running so that they could get him his drugs. The GST hated his guts and wanted free. A gang war will cost people's lives. How do I defuse such a situation?

Oh, and another thing, just what the hell is going on with my love life?! Fuck it man, I fucking hate being a teenager again! I suppose it makes sense, just because we got along, held hands and went on one date didn't mean she liked me. It just meant she could bare me, nothing else. Fuck it, I'm tired being angry with that girl, I'm going to bed!

The next day was school as usual, though I did notice a few things had changed.

As I walked into the school corridor I began to notice more people looking at me. Staring at me. I meet their gaze until they looked away, something was different.

I went to my locker to grab first periods books, when suddenly my spider senses flared up. I could feel a ball coming towards me, I ducked immediately causing the ball to bounce off my locker door harmlessly.

I turned around and saw Flash and Harry staring at me in surprise. It looked like Flash had been the one to throw the ball, I looked surprised as slowly the hall began to quieten, looking at me and Flash.

"What the hell was that?" I growled.

"It slipped Parker," Flash shrugged in an unconcern way.

"Slipped? Slipped? If you're that bad at holding the ball maybe you should just quit the team Flash," I spat walking away.

"What did you say to me?! Get back here Parker!" Flash roared as he tried to follow.

"Don't bother Flash, it's not worth it," Harry stopped him with one hand, "you now he won't actually do anything. All bite, no bark."

As I sat through first period English I noticed people giving me weird looks. Even Mary Jane looked like she was trying to gain my attention but stopped herself before she could. I just didn't understand what going on.

If I was already swinging around in red and blue tights I would be paranoid into thinking somehow they all found out I was Spider-man, but since that wasn't the case I just couldn't figure it out!

Guess that's the problem with not having a social life.

By lunchtime the stares were really getting to me. I ended up sneaking into my little haven, the chemistry lab, but there once again I found I wasn't alone. A heavy kid named Reggie was there too.

He and I shared a lot of similarities, apart from our body size, he was smart and quite. He did have friends though, his fellow nerds, but he did like his own quiet space from time to time.

"Hey Peter," Reggie wished me.

"Hey Reggie," I greeted him back. We sat on opposite ends of the classroom each doing our own things. But soon the mystery of what was going on was starting to bug me. So I had no choice but to disturb the quiet kids solitude.

"Hey Reggie...do you think you can help me out here?"

He blinked, "sure Peter, what's the problem?"

"Well...have you noticed people have been staring at me lately? I mean...it's noticeable right? I'm not just going crazy?"

Reggie nodded, "oh that. Yeah, they're staring you for sure. It's because they think you and that new girl, Mary Jane? They think you're an item now."

I blinked, "fat boy say what?"

"Harry was telling everyone how MJ turned him down for you, and how you turned her down because…." Reggie paused, "because you don't date stupid people."

"What?! Why would they even think that?"

Reggie shrugged, "well, that's the impression you give off. You don't talk to anyone, you answer every question on the board and then some. You give the teachers a run for their money and you're probably the smartest person they will ever meet. So yeah, they don't like you."

"What?! Are you fucking serious?! Holy shit man, all this time I thought it was because..." I blinked, it made sense. If I went to school with a kid as smart as Peter Parker I would be careful around him too. And if it was a child like Bruce Wayne? I wouldn't even walk in the same corridor as him.

I thanked Reggie for his input, and I walked out of the chemistry lab, my head spinning. Honestly it was weird, people kept staring and now that I knew why I found it strange. I did my best to ignore it but, hell, this is weird man.

And just then who would happen to walk up to me by the cause of all this, the Peeper herself.

"Peter, we need to talk," she spoke, Liz Allen following behind her, glaring a hole into my head.

"Ah, sure, what about?" I asked.

"It's Harry, he's told everyone that we are going out," she admitted looking sorry.

I pretended to be shock, "what? Really? Oh I'm so sorry Mary Jane, I didn't expect he would do something like that!"

"Yeah, so look I...wait...are you making fun of me?"

I grinned, "yup."

"This isn't the time for jokes Parker," Liz snapped, "Harry's actually trying to get people to make you miserable."

I shrugged, "yeah, and? What's the worst he can do?"

"Have the entire football team beat the shit out of you."

"I have amazing stamina, I'll just run away" I shrugged, I turned to the nervous looking MJ and sighed, "honestly it's fine MJ, I'll be fine."

"I'm sorry Pete, I swear I'll try and get him to back down, but I...I'm sorry."

"Yeah, yeah, it's fine," I shrugged and walked away. Liz looked a little pissed at the casual dismissal but didn't say anything, simply grabbing MJ and walked away.

I honestly didn't know what the big deal is. So the rich boy got anger issues, big fucking deal. Unless he's got a glider, a goblin mask and jacked up on goblin formula he isn't even on my radar. What I was interested in though was bringing down the GST, and the wear more important than some stupid school drama.

As I opened my locker to put my books away my spider sense went off. I jumped to side as foam exploded from my locker. I looked inside and found my locker covered with foam.

"Damn Parker, guess you lucked out on that one huh?" I turned to see Harry scowling at me.

"Yeah….I guess….I don't suppose you saw who did this?"

"No, sorry man. Can't say that I did."

"Of course you didn't..." I glared at him, slamming my locker shut. I walked away growing, okay, so maybe I should take this a little more seriously.

* * *

 **I always have issues writing teenage drama, more into action myself. If you have tips it would be very much welcome.**


	4. The Spider's Bite

"Open those fucking crates and unload them! We need these ready by tomorrow!"

I snapped picture after pictures, more than enough to serve as evidence, I hope. I couldn't personally get involved with the Kingpin's business, but if these guys lost their shit because the cops were tipped off about them from an _anonymous_ source. Then that was good enough for me.

I looked down from the rafters safely hidden in the shadows. I took pictures with my camera of the people down there and the crates. It was Sunday night, tomorrow was when the new leader of the GST, Bubbles, was too meet Kingpin's men to deliver the drugs.

I had been following them all week. Finding any all and weakness they had snooping inside that strip club for so long I knew all the songs by heart. And then, I found it. This warehouse.

It was the place where they brought in their drugs and how they transported it into their buildings to then be further cut down and sold on the streets. I have been casing this place for three days, and finally I had them.

I wasn't a glory hog, I worked better in the shadows were people didn't expect me. I wasn't fully prepared to take on the world just yet, I needed time. So until then the only way I'm going to be helping people is by being a spy and a nosey teenager.

It took them an hour before everything was complete. Most of them left after that posting guards outside the building to keep it safe, with the inside practically empty etc one guy with a flashlight. Arrogant sons of bitches.

I crawled along the wall towards the main office that overlooked the entire warehouse. I dropped down before the door and reached into my pant pocket, grabbing the locking picking kit I put together. Yeah, that's right, I know how to pick locks, jealous?

I opened the door easily with a quickly twist and walked into, closing the door behind me and locking it. I looked around the office, it was bare, nothing but files upon files of paper. I looked through the folders, all of them, I was looking for something specific.

Last time I was here I saw Bubbles writing down records of the money GST was making off of Kingpin, meaning the idiot had a paper trail. All I needed to do was find it.

I looked around the place but couldn't find the book...wait, what am I thinking? It's probably hidden somewhere. Alright, if I was a super important book where'd I be?

I looked everywhere, behind paintings, inside locked cabinets and even underneath the table. I was just about to give up when I heard a groan. The floor board felt like it was going to snap under my weight. Bingo.

I pried open the floor board and found a safe underneath. It was a dial knob lock, the kind I had in school. And luckily for me Peter had to find ways to unlock his locker whenever Flash or someone else broke in and changed the combination to make life difficult.

I put my ear on the safe and listened. With gentle prodding I slowly unlocked it piece by piece until;

Clink!

I grinned, bingo. I opened it and lo and behold there was the book. I checked the safe for booby traps just to be safe and wouldn't you know it there was tripwire attached to it's back. I managed to prod it out without engaging the alrms, locked the safe and put the board back.

I took out the book and looked it over, pages upon pages of information regarding shipments and tracking money payments.

I had them, I had them by the balls. I couldn't take photos of the pages, no, sadly people would notice. I needed to take the book and scram, I had to make my move, now.

Luckily, I had planned for that.

I managed to sneak out of the warehouse and into the open air. I swung away with the book tucked into the trim of my pants. Once I was safely away I took out a burner phone I bought today morning and dialed in a number I had memorized.

It took me a long time to find this number, I had to break into a police precinct to do so. When I first began my search into GST I had nothing. I figured if anyone would know anything about these guys it would be the police.

I looked into their files and surprising they had a very detailed case. There were so many arrests made, so many injunctions carried out, but in the end it was all for nothing. Either the judge let them off, the DA handling the case sucked or the evidence was lucky.

I took note of this, and vowed when I took them down, they would stay down. But then I also noticed another thing, a name kept popping up, detective Gregory Barnes, 40, married with two kids, and a straight ace cop.

He had been on GST's case since day one, when one of their shoot outs almost killed detective Barnes' son. I got his number from the file and knew he was the man who I needed to deal with.

The phone rang twice. The third ring he picked up, "hello?"

"Detective Barnes?" I asked in a scared voice.

"Yes, who this?"

"I-I'm part of GST, I-I want to talk to you."

"And why does a gang member want to talk to me?"

"Because these people are crazy man!" trying my best to sound scared, "they are killing people left and right! I didn't sign up for this!"

"Okay, okay, calm down, where are you right now? What's your name?"

"I-I, my name is...no, I ain't telling you that man! I have a kid to feed! If they even know I said anything they'll kill me!"

"Kid I'm on your side, you want to stop them? You want to get away from them? I can make that happen. Just tell me where you are and you're name and I'll come personally to pick you up."

The man was good I'll give him that. He would make an excellent negotiator. I sighed, "no man, it's too late for me. But I ain't going without bringing these motherfuckers down too! They have a warehouse by the Manhattan pier, number 827, blue with a yellow top. They store their entire stash in there and right now we have a month's supply of drugs just waiting there. There are like four guys in there the guns, you can take them all out tonight!"

"I need more kid, names, clients, anything that will help in court."

Man this guy's greedy, maybe I should cut this short, "Bubbles running things now, he's the boss. He's going to meet some hot shot client and," I paused for dramatic effect, "shit they found me! I have to go, remember, Manhattan pier, 827, bring the whole fucking unit on these fuckers man! And for god's sake, don't use a fucking siren!"

I hung up on him and jumped off the roof, swinging away into the city. The detective will first have to get a judge to sign a warrant to search the premises. It would take some time, especially this late into the night. But I know for a fact that Barnes was determined, the chance to put his child's assaulters was too good to pass up. He would be here in an hour with SWAT.

Now, to find a lawyer. And I just happen to know one that was the most honest and upstanding man in the entire Marvel universe. I swung my way to Hell's kitchen, looks like the Devil is going to get a visit from the Spider.

I found Matt's law firm address on the net. One night I followed him home and memorised the building. I snuck down the fire escape and opened the window with my lock picks. I stepped in and shut the window behind me.

"Hello? Is someone there?" I heard is voice coming from the bedroom, it sounded so innocent. But I knew that right this second he was thinking up ways to beat the living shit out of me.

"Matt," I wished, doing my best to muffle my voice, "we need to talk."

Matt walked into the living room, his cane guiding the way, his eyes starting at the spot over my head. He was blind, but I could see the way his ears twitched he was ready for a fight.

"Please, if this a mugging please don't hurt me. I can't even protect myself, see I blind," he said with a disarming smile, "please, just take what you want and leave."

I smirked, "you're not blind Matt Murdock."

Matt paused, "what? Of course I am see, I-"

"-No, you're not. You can see...it's just too you it seems like the whole world's on fire."

His facade of the helpless innocent blond man dropped. He threw his cane forward and charged me.

"I'm not here to fight!" I knocked the cane away and jumped over his tackle and landed on the other side of the room, "I just want to talk!"

"You break into my house and just want to talk?!" Matt swung his fists at me with such precious and grace I could barely avoid them. It was only my superior reflexes and minor training that let me survivor as far as I did.

"I need a lawyer Matt, and you're the man I need," I ducked under a kick, grabbed his leg and threw him into his couch, "so sit down and listen!"

Matt jumped back up, knocked me on my back and grabbed my neck. "Give me one reason why," he growled raising a fist into air.

"I can help you get rid of the GST for good," I coughed.

"And why should I care about a street gang?"

"They-" I coughed, "they supply drugs to the Kingpin, he can't get it from anyone else," I felt his grip loosening the moment I mention the Kingpin's name, "if you can bring them all down to court you'll cut off the Kingpin's entire supply for half a year!"

Matt looked up, he got off me and stepped back, "how did you know about my sight?"

"I read your medical records," I lied, "I know you're other senses became more advanced when you lost your sight. I theorized that you used sonar to visualise the world, some scientist tried to map out the human body using the day to day sound people here and the results made it look like the man's body was on fire...I just put two and two together."

Matt was quiet, I sat down on his couch and took off his glasses, "you're smart kid."

"Thanks," I nodded getting back up.

"And also a very good liar."

"I didn't lie," I lied.

"Maybe," he hummed, "I can hear your heartbeat you know. It's racing right now, I don't know if it's adrenaline or because you're lying. But I don't believe you."

"I don't care," I took out the ledger and presented it to Matt, "this is a ledger containing every single transaction the GST has done. Every crate, every dollar. Soon you'll hear that detective Barnes just busted a warehouse filled with drugs that belongs to GST. Use this evidence I gave you and get yourself on the trial. You can strike a blow for the Kingpin's wallet while at the same time make a name for your law firm."

MAtt took the book and looked at it, "what? No braille version?"

I smirked, "Foggy's not blind is he?"

Matt put the ledger to the side and looked up at me. "How did you get this?"

"I stole it."

"Where?"

"From the warehouse."

"How did you find out about the warehouse?"

"I spent nearly a week stuck in vents and side alley's spying on Bubbles. Razor died last week, so Bubbles had to show the crew he's boss, meaning he had to visit all their houses. I wasn't lucky, he didn't go to the warehouse until he toured half of Queens."

"Do you know those safe houses?"

"Yeah, I even took pictures of the buildings and all the illegal activities inside the place. I emailed it to your law firm's account, my handle is 'GSThelper '."

Matt was quite, he was listening to my heart beat, trying to memorize it so that when he saw me face to face he would know it was me. If he saw me again that is.

"Why are you doing this?" Matt finally asked.

"Because GST is running the streets. They need to be taken out."

"But why you?"

"Why not me?"

"I'm serious."

"So am I."

"You would risk your life, the safety of your family and loved ones, because you wanted to play hero?"

"It may not matter to a blind man, but I am wearing a mask you know," I smirked.

"I'm serious kid. Why?"

"And I'm serious too, why not? People are dying out on the streets, and if I can make a difference, why can't I? Why shouldn't I try to help them? Are only heroes and cops allowed to help?"

"There are adults you are trained too-"

"-Sorry Matt, but from where I'm standing, adults haven't done shit. Every time GST is brought to court either the DA dismissed it, the judge is laks or the evidence is not enough."

I paused before continuing, "I called detective Barnes tonight, poosed as a gangbanger caving in. I told him where to find the warehouse. I suggest you call Foggy up and the two of you go down to the 42nd precinct with the evidence I gave you. Tell them I sent you, well...I mean an _anonymous_ source did."

"And in return?"

"Put them into the ground and make sure they stay there. I gave you enough and more evidence. The police on case is determined and on your side. The only that's against you in the judge, but I doubt any judge in New York would risk their careers to throw down such a solid case."

Matt looked at me, and I don't know what he's thinking but I knew he was at least considering my offer. He sighed, "fine...are you ever going to tell me your name?"

I walked out the window and pulled it open, "I'm Spider-man. I'll see you around Matt," I leapt into the air.

"No!" Matt yelled running to the window just as I shoot my web line and swung away. He heard my cheers of joy as I swung through the air and gasped, "this city get's weirder and weirder everyday."

The next day I turned on TV and waited. May called me to eat breakfast but I put it off. I waited, and waited, and then;

"Breaking news," the anchor lady spoke, "last night police were able to bust a major drug operation in New York. The Grass Stained Thugs, or GST, were a local gang the Eastern parts of Queens, they were known to cause public disturbances, riots and even gang on gang violence. However it had now come to light that the GST were also long suspected to drug peddling, though police couldn't prove it until now.

"Detective Baren, the officer incharge for the raid on GST's drug operation claims he got the information from a tip he received last night from an ex-gang member. He Issued a request for a warrant immediately and soon brought the criminal into justice. In total over a thousand pounds of drugs were found along with weaponry of various kinds.

"The case however doesn't stop there, last night Matt Murdock from Nelson and Murdock, brought evidence concerning the case to light. He claims to have gotten this information from the same ex-gang member who tipped of detective Baren. Murdock and his associate Nelson have been selected by the state to head up prosecution. Stay tuned for an hour to hour update on this case."

I switched off the TV and smiled. Take that bitches! Score one for Spider-man! I brought down a drug ring, made Matt Murdock my buddy and I don't even have a costume! Who's the man? I'm the man!

My good cheer got me through the day. Not even Flash and Harry's constant glares and taunts could get me down. I was king of the world damnit! Heck even MJ noticed something was strange.

It was English period when she tapped me on my shoulder. I turned around and saw MJ and Liz looking at me in concern.

"Peter, ah, are you alright?" MJ asked.

I blinked, "yeah, never better! Why? What's up?"

"Nothing, you just..." she paused, unsure what to say.

"You're acting weirder than usual," Liz stated.

I grinned, "my buddy Marcus lives in the bad part of town, he get into trouble with a local gang there. I heard today that they all got busted last night! So I'm like so glad and stuff," I finished with a grin.

"Ha, I see," the two girls looked at each other and shrugged.

"Alright class settle down," the teacher walked in, "now then, where were we? Oh yes, Oedipus Rex! Can anyone tell me what we have learnt so far? Anyone?" No one meet his gaze, "fine….how about….Harry!"

Harry blinked, "me?"

"Yes, you, can you tell us what happened last to Oedipus Rex?"

"Well I...well, he's like a king. And, ah, he's married to his mom?"

"Yes, very good. Anything else? What about the prophecy made when he was born?"

"Oh, yeah, it said he would like kill his dad and marry his mom."

"Good, and what did his parents do when they heard this?"

"They ah...I don't know ma'am."

I rolled my eyes, "of course you only remembered the part when he fucked his mom."

"What was that Mr. Parker?" the english teacher asked.

"Nothing," I replied. Harry however didn't think saw. I could feel his glares aimed at me, but I really couldn't care less.

After school ended that day I decided to take the bus home. But I didn't make it past the parking lot. Suddenly someone grabbed me by the neck and pulled me. Obviously the only reason they could even touch me was because I let them, I was honestly curious what Harry was going to do.

Flash threw me up against a the school wall as he and his little gang surrounded me with Harry in the center. There Are two other goons, both football players, each looked ready to tear me apart, but Harry held them back.

"Think you're smart don't you Parker?" Harry hissed.

I shrugged, "you have seen my IQ scores right?"

Harry growled, "bet you thought it was fun to embarrass me in front of that slut."

Now that's pushing it, "don't call her that."

Harry smirked, "what's wrong Parker? Finally understand what kind of bitch she is? The fucking tease."

"Osborn I'm warning you, stop it or I'll make you," I growled.

"You know she's a fucking tease," he spat, "did you know I had my tongue down her throat in a week? Fucking bitch is practically giving it away like cookies. But guess that's the only way you're ever going to get laid."

I meet his eyes, that arrogant smirk, I wanted to wipe it off his fucking face. But I knew that if I made one move against him he would go crying to daddy, and the last thing I need is Norman Osborn after me.

So I did the only thing I could do, I walked away. "You ain't going no where pu-" I pushed Flash out of the way, knocking him on his ass.

"Fucking losers," I hissed as I left them blinking.

Harry growled, "get him!"

I sighed, guess it was time to run! I took off like a lightning bolt. They chased me out of the school and into the streets. Luckily though they weren't smart, I managed to lose them in five minutes.

I made my way to Chikara dojo, I entered the place and got ready for the class. I spotted Marcus with a few other people in one corner chatting about something.

"Hey Marcus!" I called out, "I heard about the GST getting busted man!"

The boy smiled, "yeah Peter, it's great!"

We all talked about whether or not this time they would actually face any jail time. I was obviously optimistic, but the other kids were less thrilled.

After class that day I went home with Marcus, he was having trouble with his chemistry assignment and I decided to help. But as we walked to him home I felt my spider sense go off.

"Get down!" I grabbed Marcus and tackled him into the ground.

Just then a car drove by with it's riders spraying bullets into the sidewalk, missing up by inches.

"You got lucky brats! Spread the word! GST forever bitches!" they yelled as the car speed off into down the road.

"What the fuck was that?!" I cursed as I pulled Marcus up, "how are they still….not in jail?!"

"We need to get out of here Pete, come on!" Marcus rushed me into his house and locked the door behind us. We still for ten minutes, praying they didn't follow us. Scared out of our minds before finally I asked Marcus what was happening.

"The cops didn't get everyone," Marcus admitted, "they got the big timers true, but the little guys? The ones that didn't have their names as part of the drug ring? Well they got off scot free. I didn't think they would start so soon though, I figured they would keep quiet and just….oh my god, I need to warn my friends to stay off the streets!"

I groaned, this wasn't right, they shouldn't be out, they should be scared! I didn't account for this, I didn't account for people to act like morons, doing stupid things! Which is stupid of me, humans have always acted irrationally.

I needed to stop them, they were doing this because of my actions. They were my responsibility.

I told Marcus I needed to go home, I sounded scared and afraid to convince him. He offered to let me stay in his place for the night, the streets were too dangerous, but I insisted, I needed to do this.

I went home and snuck into the basement without May and Ben knowing. I grabbed my web shooters and changed into a black pair of tights, thin sneakers, a black muscle shirt and red gloves. I grabbed the mask from the first costume I designed, the stitches weren't half bad, the spider web design was alright. This would need to become a symbol, even though I wasn't fully prepared, I needed to out myself to the public.

I snuck out of my home and swung my way back to Marcus's neighborhood. I swung around the neighborhood for a while, looking at the people there. The stores were empty the people could feel danger in the air. I needed to find them, I needed to stop them.

Suddenly I heard it, the screech of music blaring on speakers. A party? Now? No...GST.

I swung towards the noise, the streets were trashed in these parts, complete destroyed and covered in garbage. Even the stores looked destroyed. I landed on a rooftop and looked down at the park across the street. They were having a block party.

I saw drums burning, lighting up the party with flames. I saw gang members with a gun in one hand and drinks in another. I saw couples dry humping each other to the corners and in the middle of it all was a man sitting on a bench surrounded by people and women, drinking from a keg.

I narrowed my eyes, I couldn't surprise them by swinging into battle. No, I can't do that. The tree would provide cover for me inside the park, but not when approaching it. I would have to go in by foot. And the guns were also a problem, too many guns, too much liquor. I wasn't looking to kill people, just detain them, I would need to be quiet about this, like a ninja, like Batman.

I got onto street level and looked for a way to sneak into the park. There were guards at the entrance, maybe I should- I paused, I looked at the wrecked store I was standing next too. A grocery store and my the looks of it it was just recently destroyed.

I went inside and found nearly all the food and drinks gone. Guess they must have sacked this place for their party supplies. I went into the hardware aisle, small thing, but they did have the basics, spray paint, different tools, glue and even a nail gun.

I knew what I had to do. I needed to distract them and these would be perfect. I grabbed a school bag from two aisles down and threw in everything I knew I could use. I even grabbed a couple of knives from the kitchen section.

When I was done I slapped a hundred on the counter and left, I'm not a thief. I made my way to the park but I stopped once more. This it was a destroyed leather goods store. Small thing, it looked like it could barely afford to stay open.

They ransacked the cash register and all the leather jacket racks, but on the ground hidden behind glass shards and wooden chips was a bright red jacket.

I picked it up and dusted it off. It was around my size, I tried it on, the jacket didn't restrict my movements, it was actually comfortable to use. Maybe...yeah, this could work.

I put the jacket on the ground and grabbed a black paint spray can from my bag. I then sprayed in a very crude spider logo. It was big, the legs on top reached the shoulder while the ones on the bottom were stretched to the bottom of the jacket. It actually reminded me of the Spider-man logo Andrew Garfield used, I smirked, it was perfect.

I sized the jacket up, it felt perfect, like it was meant to be. I turned to the park and smirked, 'show time.'

I snuck in from the side, the guards didn't even notice me. I jumped into a tree and slowly made my way towards the party. I looked around, made my plan, tried to think of everything that could go wrong, and thought of way to prevent it.

And then, I moved.

They didn't see it coming. It was dark, late into the night. Their only source of light was the burning barrels. I took out four spray cans and aimed, throwing each one into the various barrels of fire.

Here's a lesson for you, spraycan+fire= BOOM!

They heard it hiss, they wondered it if it was a gas leak or something. And suddenly, the barrels of fire exploded outwards, knocking back those near it. I made sure no one was hurt, only two ever even thrown back, one of who was knocked unconscious.

"What the hell was that?!" the new leader yelled. The park was now dark, no light, perfect. "Everyone! Get some light! Matches! Lighter! Anything!"

Slowly small flames light up into the night, displaying my targets. Perfect. I snuck over to the closest one. I stood on the tree nearest to them, shot out a web line and pulled.

"Argh!" he screamed. I grab him by the neck, slammed him onto the branch and tied him up with webbing, keeping him in place. I jumped away just as the others gathered to his screams.

"What the fuck was that?! Where's Tyrone?!" someone yelled. I didn't bother noticing how. I moved to my next target.

One by one each source of light was taken out. I grabbed them, tied them to the tree and jumped away.

People were getting scared. The leader was smart, he ordered them all to form a circle in the center and look out for anything moving in the dark and waste it. I didn't bother with them, not yet.

A few really smart ones tried to get away, I grabbed them before they could leave and tied them up against the trunks of the trees. They didn't see me move.

And now, I dealt with the remaining rats huddled together. They were scared, I could see it, practically smell it. They had guns pointing outwards, time to get of that.

I pulled out a hammer and threw it with all my might, it hit a guy in the head and knocked him out.

"There!" someone yelled and be firing at a tree ten feet away from me. I smiled, 'not bad for a bunch of idiots.'

"Keep looking!" the leader warned. I chuckled, damn these people are scared.

I grabbed the remaining spray can I held, stabbed it with a knife and threw it at the group. It landed in the center and began to spray a cloud of black paint over them They didn't notice it until the smell and smoke covered them all.

The choked and coughed as they moved away, turning inwards. I moved. I got down and charged two guys, grabbing them and leaping into the middle of the black smoke.

"What was that?!"

"I saw something move!"

"They got someone!"

And suddenly a web line shot out and grabbed a man by the chest and pulled him in. They yelled in panic as more and more people were pulled into the black smoke never to return.

The few who tried to fire their guns got hurt, that sticky white stuff came in and closed their gun's nuzzle, causing their bullets to backfire and their guns to explode in their hands, knocking them out as well.

"What the fuck is going on?!" the leader yelled, only he and two other men remained.

"I'll be honest, I expected better," a voice from the black smoke called out. Slowly the smoke disappeared revealing a figure dressed in black with a red mask and jacket. I looked at them and smirked, "boo."

"Ah!" the leader got an itchy finger and fired at me. My spider sense warned me before it even happened and I jumped away, landing on a tree branch. He aimed at the tree line and fired over and over, I jumped from tree to tree, avoiding the ones where I held people hostages, I didn't want him to kill his own people after all.

I grabbed wrench from my bag, aimed at shooter and threw it. He tried to block the flying tool with his bare hands but yelled in pain from the impact dropping the gun. I jumped on him then, fist driven into his sternum.

I got up and turned to his remaining underlings. One dropped his gun and ran away, the other was too shocked to do anything. I grabbed him and threw him at a tree, sticking him there my webs.

I then took off chasing the man who got away. He almost made it to the exit, I could see his smile grow, but just then I launched a web line, grabbed him by the shirt and pulled him up into the air.

I grabbed him by the collar and held him. He was looking afraid, so very afraid. Hoked at me and asked, "what are you?"

"I'm Spider-man," I replied, and then knocked him out with a head butt. I dropped him down and walked towards the park entrance where the two guards looked confused. They took one look at me and aimed their guns.

"Who the fuck are you?!" one asked.

I stopped, and in an instant fired two web lines, grabbed their guns and pulled it out of their grips. The looked at their empty hands, but when they looked up they saw my legs coming for their heads as I did a full split kicking them unconscious.

I searched their pockets and found their wallets and I took a little cash. Stealing isn't stealing if you steal from a thief after all. I then grabbed one of their phones and called 911.

"Hello 911, what's your emergency?"

"I'm at Highland park, come fast someone just fired a gun!" I grabbed one of the things guns from before and fired it at the sky, "come fast!"

"Stay calm sir I'm sending a squad car as soon as I can, hide somewhere and-" I ended the call and broke the phone in half. I turned around, the park was quite, hopefully it'll stay this way. I went back in and made sure everyone I caught was still alive, luckily, other than that one guy suffering from a concussion, they were all fine.

I quickly walked out of the park and climbed onto the roof of nearby building. I watched at several police cruisers arrived and began walking into the park guns drawn. I watched as ambulances were called and journalists arrived.

I knew I would hear about the rest in the morning, so I went home. I snuck into the basement and changed clothes, hiding my uniform under the loose floor board. I then snuck back outside and pretended I was just getting home.

May and Ben were worried why I came home so late, I told them that the GST were tearing up the streets and it wasn't safe. I lied and told them Marcus offered to let stay in his place until it all blew over.

May and Ben were now afraid, they were worried. I told them all was fine and that I was fine. They did let me go eventually, and just like that I found myself in my room looking up at the ceiling, a feeling of giddiness building up in my chest.

It was amazing, the way I fought them, they couldn't even do a thing! It felt powerful, it felt amazing! I needed to do more, I needed to be out there!

I waited until Ben and May were asleep before going to the basement and taking out my costume. I tried it on and looked at myself in the mirror, the red jacket honestly reminded me of 'The Last Stand' Spider-man, or an older version of Peter Parker.

I'll admit the jacket was a bit bulky, but that was fine. I needed it, it was cold in the night and swing at high speeds chilled me to my bones. So yeah, I needed a jacket...god I sound like my mother.

Maybe I could put in plates of armour or something for protection, maybe a few hidden weapons like a shuriken or something. This jacket had a lot of potential, I would be lying if I didn't think it made me look bad ass.

I snuck out of the house and climbed a tree. I was just about to swing away when I heard a car drive by. Curious, I searched for it, and wouldn't you know it deja vu. Harry pulled up to MJ crib and got out. I looked at the back seat and saw Flash and Liz there as well. I narrowed my eyes, what the hell is going on?

I sighed, I'm not going to be Spider-man tonight am I? Chances are I'm going to have to keep an eye on these idiots...again. I snuck over to MJ's house, by now she had crawled down her window meeting up with the others.

"What are you doing here?" MJ hissed.

"I told you MJ, we're going to celebrate Flash passing his mid-terms!" Liz cheered. I rolled my eyes, oh yeah, Flash finally managed to pass an exam, guess that is something to celebrate.

"And?" MJ asked eyeing Harry.

"And...and it would be really cool if you came too," Harry spoke rubbing his neck nervously, "look MJ I know I've been acting like a jerk lately and I...I want to make it right. Please, I promise I won't do anything to upset you."

MJ narrowed her eyes, "and Peter?"

"What about Parker?" Flash grumbled.

"Will you stop bullying him?"

"We didn't really bully him, more like played a few light hearted pranks," Harry argued. MJ glared and he gulped, "yeah, we'll stop."

MJ sighed, "fine. Where are we going?" Wait...seriously? Just like that?! He called you a whore and you forgive me just like that?! What the actual fuck?! Fucking teenagers man, can't keep them straight!

"Yes!" Liz cheered, "we're going to the Sweet Spot!"

MJ raised an eyebrow, "isn't that a bar?"

"Yeah, Harry got us fake ID's, this is going to be so cool!" Flash cheered.

"Not so loud!" MJ hissed.

"Sorry," Flash gulped.

The redhead sighed, "fine, but I'm not drinking, got that? And neither are you Harry, you're our ride."

"What? But I-" he stopped at her glare, "-yeah, okay."

I couldn't believe how stupid they were acting. Wasn't it a school night? I now had two choices, stop them, or follow them….oh what am I saying, of course I'm going to follow them.

I kept my distance, often times waiting for Harry to catch up, he really was a slow driver. They parked a block away from the club and walked in. I spotted Harry handing the bouncer a twenty and slipping with the others.

I sighed, stupid kids. I knew I should probably follow them, keep an eye on them. I didn't want Harry to take advantage of MJ...no, no that's not true. I'll be honest, I didn't want Harry and MJ together, period.

But this isn't my job. I heard a police siren, that, that was my job.

I took another look at the club and sighed, guess I should just forget about the red head. I turned and ran, running from rooftop to rooftop. I reached the police sirens, they were standing in front of a jewelry store. Guess someone robbed them.

I couldn't really do much, so I decided to leave and return to the club. But just then I saw a shadow on the roof of the store running across buildings. I narrowed my eyes, gotcha.

I swung across the street towards a building a block away. If I was right the thief would be heading right towards me. I slipped into the shadows and waited. I saw movement, heard their feet landing on the ground, and I pounced.

"Heya!" I yelled, startling them. I shoot a webline and grabbed the small bag clutched in their hand and pulled it free. I grabbed the jewels and looked it over, "nice catch man, though next time, maybe don't use something so cliche as a brown bag?"

The thief didn't respond, instead leaping at me, aiming a kick at my head. I ducked under it and moved back, they tried to grab the jewels but I pulled it away the last second. So instead they grabbed my hand, spun me over their shoulder and slammed me into the ground.

The air was knocked out of me, guess I wasn't the greatest thing since sliced bread huh? The thief straddled me, pinning me on the ground, I looked up at their face, getting an unobstructed view and gasped.

 _She_ was most beautiful thing I have ever seen. She had green eyes, they were like emeralds. The moon looked down at me from behind her head, making her silver hair look like it was glowing. She wore a domino mask, and wore a simple track suit that hugged her curves with a tool belt around her waist. She looked young, around my age.

I couldn't help it, I spoke before thinking, "I think I'm in love with you."

She paused, "what?"

I blinked, "I...I have no idea why I said that."

She looked me over, "who the hell are you supposed to be?"

I shrugged, "I'm Spider-man."

"Spider-man? That's a stupid name."

"Oh like you can do one better," I felt her hand reaching out towards the bag of jewels still in my hand. Trying to distract me huh? Clever girl.

"I can, I'm the Black Cat," she announced with a smirk.

"Am I supposed to know who you are?"

"No, just like I don't know who you are."

"Why do you call yourself a cat? You don't even have the fake cute little ears on your head."

"Why are you a spider? I don't see you shooting web out of you're ass."

"Hm, not out of my ass," I shoto a webline at her face covering her. I kicked her off and jumped backwards landing in a crouch.

"What is this?!" Cat screamed as she ripped off my webbing, I made sure to keep the formula week, don't want to damage that pretty face now do I?

"Well you see when I boy reaches a certain age certain white sticky stuff starts coming out."

"Ew!" Cat spat before she lunged at me. I jumped back as once again we began to fight. I wasn't really taking it seriously, I wanted to see what she was capable off. She was skilled, that's for sure, probably knew judo based on how she slammed me onto the ground. Most probably a few more skills as well.

Suddenly she drew a set of balos and threw it at me. I jumped to the side, but unfortunately it tied my hand and my neck together. Cat then swiped my legs throwing me on my back, jumping on top of me once more.

I broke out of the balos and grabbed her by the arms, rolling to the side and pinning her to the ground with me on top.

I panted, "damn Cat, we just meet and you're already tried to straddled me twice. At least buy a guy dinner first."

"Sure Spider, just let me get my wallet!" she kicked me off. I landed on my feet and shoot out two web lines. Cat jumped out the side and then glared at me as we stood at a stand still, "next time Spider."

I blinked as she turned around and ran away. I could have caught her, but I didn't, she would be far more interesting out of a jail cell than in one. I sighed, so that was Felicia Hardy huh? I chuckled, she's cuter than I thought.

I decided to return the jewels, but when I looked down I saw my hand empty, the bag was fuckign gone! 'What?! How?! How did she...' I thought back, it was when I pinned her down, she grabbed it then and ran.

I should be pissed for being tricked, but I couldn't, she was good, I had to give her that.

Deciding to just go back and keep an eye on MJ and her friends I swung back to the club. And as I arrived MJ and Harry came running out, her yelling at him about something and him yelling back. I saw Flash and Liz come out as well looking worried.

I sighed, guess this was a job for Peter Parker, not Spider-man. I took off my jacket and pulled it inside out. Luckily for me the inside looked good enough to pass for another model completely. I took off my mask and web shooters and stuffed them in my jacket pockets, hopefully this would be enough.

They were walking back to the car, well MJ was and the rest following behind her. I jumped down into an alley they passed by and listened to them.

"Look MJ I'm sorry okay? I didn't mean-"

"-What? What didn't you mean to do? Stick your hand up my skirt?!"

I rolled my eyes, of course he did. I walked out and kept my distance, the four didn't even notice me.

"MJ I'm sorry, I thought you wanted me….wanted us."

"Harry I don't like you, you're my friend and that's all we'll ever be. I'm not something for you to use like everyone else."

"I don't-"

"-Guys maybe we should just go home," Liz suggested, "this isn't really the best place for this."

"She's right you guys, come on, let's just go home," Flash agreed.

"Is it Peter?" Harry asked and everyone stopped, "is it because of Parker? Do you like him?"

MJ stopped, "no, it's not Peter. He's my friend, just like you and….and I haven't been the best friend to him. I realise that now. But he's not the reason why I don't want to be with you Harry."

"Then why?!"

"Because you don't care who the hell I am!" MJ roared, "you don't care about what I like, what I do, what I want to be! Every time I talk you just nod along but you're never listening are you? You never listened Harry! You don't like me, you just like how I look."

Harry was speechless, "that's not true."

"Yes it is."

"No it's...it's not," Harry looked angry, "I care about you MJ! I really do!"

"No you don't!"

"I do!" Harry grabbed her arm and pulled her, "please let me show you-"

"No get off me!" MJ tried to pull away but she couldn't.

"MJ-"

"Harry maybe you should-"

"Shut up Flash!" Harry yelled, "please MJ just give me a chance and I'll-"

"That's enough!" I yelled out loud enough to make them all pause. They ll turned and looked and finally they realised I was standing there.

"Peter?" MJ asked with surprise

"Parker? What are you doing here?" Flash asked in equal shock.

"Apparently I'm stopping Osborn from committing sexual assault," I shrugged walking past Liz and Flash. I grabbed Harry's arm and and pulled it off of MJ, I turned to her, "you okay?"

"Y-yeah," she nodded.

"What are you doing here?" Liz asked in surprise.

I looked her dead in the eyes and smiled, "I had a date."

"A date?" MJ asked in surprise.

"A date? You?" Flash blinked.

I shrugged, "yeah, she was really cute. Had this whole cat thing going on. But she bailed out on the check, so it wasn't that great a date."

"Get lost Parker" Harry called out.

"Yeah, no, not going to do that," I turned to MJ, "you ready to go home?"

She rubbed her hand, "y-yeah, please."

"Butt out Parker," Harry growled.

"And what? Let you assault her? Yeah right, I thought you were better than that Harry," I sneered, "guess I was wrong."

"Move Parker, or I'll move you!" Harry grabbed my jacket collar.

"I would like to see you try," I glared back at him.

"Harry don't, it's not worth it man," Flash spoke up.

"Shut it Flash!" Harry yelled he tried to pull me up by my jacket collar but couldn't, it was actually a very comical scene if I was being honest. I was holding back my laughter as best as I could, did he really think he could beat me?

"Harry let him go," MJ cried.

"No," Harry growled, "you have been a pain in my side Parker. I don't even know how we were ever friends."

"We weren't ever friends Harry," I told him, "being friends would mean you being my equal. The only thing you're better than me at is buying friends."

Harry's eyes widened in surprise before narrowing in rage.

"Harry no!" MJ cried as Harry punched me across the face. I fell to the ground holding my eye in pain. I hate the fact that I couldn't dodge that.

Flash was in a panic, he grabbed Harry and dragged him to the car, Osborn looking horrified at me on the ground, he went quietly. Harry, Liz and flash drove away leaving me and MJ alone.

I sighed as I got up, MJ already at my side, "oh my God Peter are you alright?! I can't believe he did that!"

"Yeah, well, I wanted him too so it wasn't all bad," I shrugged. I winced as MJ checked my bruised face, "is it bad?"

"It'll bruise," she sighed, "why did you want him to hit you?"

"Because Harry isn't a bad guy," I shrugged, MJ looked confused, "he's human. He has bad qualities, true, but he isn't like a super villain or something. He's just...difficult. I figured if he hit me he would leave out of shock."

MJ blinked, "you know him well huh?"

"Well, he was my best friend," I shrugged, "come on, it's a long way back home, we can catch a bus there," I pointed at a bus stop further away.

We walked to the bus stand and sat, waiting for bus to come. MJ however didn't like the silence.

"What happened?" she asked suddenly.

I looked at her, "what do you mean?"

"You and Harry? How did...how did it go wrong?"

I sighed, I recalled the memories Peter had growing up, it was honestly a sad story. I didn't really like thinking about it, I pretended it never happened, but...I suppose it did.

"I'm a pretty smart guy, you know that right?"

MJ chuckled, "yeah, maybe."

I smiled, "anyway, so I got Midtown Junior High on a scholarship and Harry got in because of his dad's money. He wasn't the most confident guy back then so we were both outcasts. We just kind of clicked I supposed. We were friends for a long time and then...well high school happened.

"People quickly realised Harry was a pushover and very open with cash. Freshman year they started to talk to him, asking him for money and in return they hanged out with him. I didn't like that, I could see what was happening to him but he didn't. I tried to warn him but...guess he never listened. So we just kind of drifted apart.

"Harry did eventually stop bleeding out cash to anyone who asked and grew a spine, I think his dad yelled at him or something. But by then he was already a really popular guy and I was til...well I guess I was still me. He forgot me and I suppose now he hates me."

The bus came and we got in. We sat near the back, there wasn't anyone else there. It was a quiet ride, MJ looked sad, guess the story really drew parallels between Harry and her when it came to abandoning Peter Parker.

"I'm sorry," she suddenly said.

I knew what she was sorry for, so I didn't bother asking what, "it's fine."

"No, it's not. I didn't….I didn't really realise I was abandoning you. I was just so happy making new friends that-"

"-I said it's fine Mary Jane," I snapped.

"No it's not, you hate me."

"What makes you think that?"

"You don't even call me MJ, it's always just Mary Jane," she looked sad. Crap, I didn't think she noticed.

I shrugged, "it's fine. I work better alone anyway. I'm not used to working with other people."

MJ didn't say a thing. We rode the bus in silence. We got home late that night. I was exhausted when I slept in my bed. My head filled with thought.

I had just told the world that Spider-man was real and in a big way. I had just meet the Black Cat and I'm pretty sure she's new to the whole robbery thing, just like me. I also wondered about Harry, should I be worried? No, I don't think I need to be, in the end, he's an asshole, but he's an asshole with a concious.

* * *

 **And the Black Cat enters. Honestly I love MJ, but I just feel like Felicia would fit the SI I'm building much better. Plus she's so fucking hot.**

 **Anyway, I hope you all enjoyed that, the next updates won't be for sometime now.**


	5. A Fantastic Start

I should have been worried. I should have been so worried.

I woke up the next day expecting everything to be the same. Well, not entirely. When I went down for breakfast I saw the front page of the Daily Bugle that Ben was reading.

'Mysterious criminal destroys block party' was written in bold across the front page. And right below it was a sketched picture of what they thought I looked at.

They got the eyes right, somewhat. But everything else looked like a demon from hell. My jacket looked like it made out of skips, and the last I checked I didn't have freaking claws man!

But I'll be honest, I was pretty damn happy with myself. People knew off me, but they didn't know me. The only thing they knew for sure was the symbol on jacket, people started calling me 'The Spider', pretty appropriate I would say,

at school Harry walked in with his head hung low and walking behind him was his father, Norman Osborn.

I was standing by my locker when I saw him spot me and smile. It was so fucking creepy. I knew how he looked, Peter had met him once before at harry's home back when they were still friends. The man was huge and one can only guess that underneath his suit he was covered with muscles.

I needed a plan to avoid him, or at the very least run away. But I couldn't, because he walking right up at me with Harry by his side. So I instead steeled my nerves and got ready for a confrontation. God help me.

He smiled at me, "Mr. Parker," he extended a hand to shake.

"Dr. Osborn," I replied shaking his hand, "I'm surprised to see you here."

The man raised an eyebrow at his title, "yes well, I came for a more personal matter, may we speak somewhere more private?"

I looked at Harry, he had his head down in embarrassment. I didn't know what was going on, best not to tick him off. I nodded and followed Norman out of the school. We began to walk around the block with Harry trailing behind us a good ten feet.

"I'll admit Peter, you surprised me, how did you know I had obtained a doctorate?"

"I was one of Harry's close friends a year back, I don't think you remember, I was curious so I looked you up. I was really impressed by your papr of mechanical muscle replacement surgery, really cutting edge stuff."

He raised an eyebrow, "you understood it?"

"Using a semi-liquid metal to replace injured or dysfunctioning muscles. The process will involve injecting the affected part with nanobots which will rework the system on a cellular level. But unfortunately you could never get the AI to work, the nanobots weren't smart enough."

Norman smiled, "very good Peter. I'm impressed."

Harry blinked, "what?" he asked in a defeated tone.

"Not now Harry," he dismissed him with a frown before turning back to me and smiling, "you are a bright young man aren't you? I heard from Harry that you are at the top of your class, is that true?"

I narrowed my eyes, he's not an idiot, he probably knew that. So why? Why butter me up? I'm already...oh...so that's why.

I chuckled, "tell me Dr. Osborn, why are you here?"

Norman chuckled, "straight to the point I see. Very well Peter, let's test that brain of yours. Why do you think I am here?"

"You're afraid I'll sue Harry for assaulting me last night," I said bluntly, Harry winced but I ignored him, "you are here to make sure I don't do that."

Norman nodded, "very good Peter. Harry doesn't give you enough credit."

"Thanks, I'll admit Dr. Osborn I was tempted, but it's not worth the hassle," I shrugged.

"Are you sure? From what I hear you're aunt and uncle could use the money," he said in a provoking tone.

He was trying to piss me off, I knew that and I wasn't going to let him. I shrugged, "maybe, but they have morals. It wouldn't be right to do that."

"You would give up making your life easier, just because it wasn't right?" Normal asked.

"How you do it matter just as much as what you do Dr. Osborn," I told him.

"Semantics Peter, if you can save the world and all the people in it, wouldn't you? Even if you had to do something wrong?"

I looked at the man, I could see the twisted sense of righteousness he carried on his shoulder. I can only imagine how much ti would grow once he became the Green Goblin.

"Dr. Osborn, we now are at a population of 7 billion. However it is calculated that the Earth can only provide for 4 billion people. If I killed 3 billion people then I would be saving mankind's future. Does that seem like an acceptable method?"

Normal smiled, "I'm beginning to like you more and more Peter," he took out a checkbook and wrote down something in it. He tore it out and passed it to me, "there isn't much I care for in this world. My son however is one of them. He made a mistake, I hope you forgive his foolishness Peter and put this past us."

I looked at the check. Twenty thousand dollars. I gulped, I could do so much with this money. Create an actual Spider-man costume, get a better computer, so many things! But...but I couldn't, I won't be pitied, not by anyone and especially not by Norman Osborn.

"Thanks Dr. Osborn, but no thanks," I pushed the cheque to him.

"This can help your family a lot Peter, is your pride really worth their suffering?"

"It's like you didn't even listen to me," I rolled my eyes, "I told you, the methods matter as well as the result. Tell me, if the situations were reversed would you do it? Would you throw your pride and listen to some man who thinks you're worth a piece of paper and some ink? What about the Osborn pride? Would you do this?"

Norman looked stunned. He looked at me and then the cheque with an open mouth before he smiled. He threw his head back and laughed. I looked at Harry questioningly, he shrugged, guess he didn't know what was going on either.

"You are a remarkable young man Peter," Norman took the cheque and tore it into pieces, "I'm sorry to have insulted you with this gesture. If you truly don't wish to make repression for Harry's actions then I will believe you. If you ever need anything from me Peter, just ask. Have a good day," he turned and walked away, glaring at Harry, "we'll talk more at home."

"Y-yes father," Harry nodded, refusing to meet the man's eyes. A limo down the street pulled up and Norman got it, driving away.

I looked at Harry, "you're dad's kind of intense huh?"

"You have no idea," he replied. Believe me Harry, I think I do.

I went home that day exhausted. Colleen was really pushing me in the dojo, by now I was very efficient with the katana, I was fast and precise, and while I couldn't take on Colleen herself, I was quickly becoming one of the best in the dojo.

As I sat in my basement lab though that night I was burdened by money. I just let twenty thousand dollars slip out of my hands. And because what? The guy who will one day become my arch enemy offered to pay me off?...Actually no, that's a very good reason.

But money still bugged me. May and Ben were barely making ends meet. Ben was working two shifts and me spending almost all my money on Spider-man stuff didn't leave much for me to spend outside.

I needed to make money, but how? My first thought was to make something freaking amazing and patent it. Peter was a genius, and I wasn't an idiot either, surely we could think of something right?

But no, every idea I came up with was either too expensive to research, too complex to be marketable or too stupid. Don't even get me started on the business side of things, patenting alone will cost 300$ and I needed money now!

There was no way I was ever going to resort to taking pictures of myself and selling them to JJ. Honestly journalism was dying and secrecy has no place in the modern world. Everyone has a cell phone, if I was to venture out into the light with the suit on I would be an internet meme in seconds.

There were other jobs though, such as online marketing and white hat hacking, where one is hired by a company to try and hack into their serves, if you do and if you can help them patch their server up they would be more than willing to pay you generously. Only problem, I wasn't sure Peter's skills were good enough.

So I was basically fucked. I had no skills I could market and no way to make money. I was tempted to just steal the cash, just break into one of the many GST warehouses I knew for a fact had stores of cash and steal it all. But, once more, stupid morales got in the way.

I could make investments in companies I knew for a fact would be huge in the future...but once again, I need capital for that to happen.

I sighed, I walked upstairs to ask aunt May what I should do when I found her glued to the TV.

"Aunt May, what's going on?" I asked.

"It's terrible Peter, some kind of fight broke out!" she cried pointing to the TV. I turned and gasped.

It was a news coverage of a battle happening in the middle of Madison Avenue. I saw a man dressed in metallic armour with a green cape around his shoulders raising his hands into the air throwing lightning out in arcs.

Suddenly a fire bolt came flying down and crashed into the man. However the armoured man grabbed the fire bolt and threw him into a big giant orange rock thing and-wait, that's The Thing!

My eyes widened, "aunt May I have to go back to school, I forgot something. I'll be back in an hour or so!" I yelled out as I ran to my basement ignoring her cries for me to stop.

I grabbed my costume and put it on, in a minute I was dressed in my costume, web shooters ready and fully loaded. I snuck out of my home and jumped from tree to tree, hiding in the shadows until I was far away to swing away.

That was Doom, the man with the green cape. And fire ball wasn't a ball of fire, it was The Human torch, Johnny Storm. The Fantastic Four got their powers a few weeks ago, guess Victor Von Doom did as well. And now they were tearing up the city, I needed to help them, to stop Doom.

I swung out of Queen within ten minutes, my heart was pounding, excited and dreading the coming fight. I don't know why I'm doing this, the FF can handle Doom, right? They are the good guys, they don't need my help.

Then….no, I have to do this. I need to get my name out there in the public eye, Spider-man needs to step into the light and be seen as a good guy. The FF have been many things, but the one thing they are always known for is being a hero, and if I make my debut with them? There would be no question of what I wanted to do.

I swung into New York for the first time, the tall buildings were perfect for my kind of fighting. I swung around to Madison avenue just as a car came flying at me triggering my spider senses.

'Seriously?!' yelled out as I let go of the web line and landing on the hood of the car flying backwards. I looked down and saw Doom right before me and I got an idea.

I launched two web lines onto the building on my sides and slowly the car began to slow down in moment, before it started to drop down I pulled the strained web lines, launching myself and car like a rail gun right at Doom.

"Incoming!" I yelled. The Fantastic Four all turned and gasped at the car flying at Doom. Johnny flew out of the way as I came flying at Doom. I jumped off the car onto a building side as the car collided head first with Doom exploding into a ball of fire.

I sighed and slowly crawled down to road level and signed, "damn, didn't think it would be that effective."

"Holy shit man! That was fucking awesome!" Johnny Storm, the Human Torch, called out as he landed next to me switching off his flames, "who are you man?!"

"Yes, I think we would like to know as well," Red Richards, Mr. Fantastic, and Sue Storm, the Invisible Woman, walked up to me with curious faces.

"Ah...I'm a friend?" I shrugged.

" **We mean do you have a name?** " Ben Grimm, the Thing, asked.

"Ah, well," I pointed at the giant Spider on my jacket, "I'm Spider-man."

"Lame!" Johnny snorted, "who wants to be called a spider?"

"Oh really? And what's you're name flame breath?"

"I'm the Human Torch!" Johnny grinned.

"Really? You do know you're basically calling yourself a walking flashlight right?"

Susan snorted in laughter, Reed smiled as well. Ben however gave a full blown laughter, " **ha! He's got you there punk!** "

CRASH!

We turned to see the burnt wreckage of the car flying away to one side and out of the fire came Doom. I gulped, I looked around, people were in the corners, they were afraid, I could see the cameras pointing at me, guess it's official, I'm Spider-man.

"We need to get him away from the people," I told them, "he's causing too much damage."

"Anyone got a bright idea?" Johnny asked as he flamed on and floated in the air.

"His powers are plasma based right?" I guessed looking at the lighting around his body.

"Yes, he also has a very advanced suit of armour in hand, probably one that rivals Stark's," Reed informed.

"The river," I told them, "we can short circuit him in the river."

"Right, Ben, do you think can drag him into the East River?" Reed asked as he stretched his body and arms closing them into fists.

" **No problem stretch,** " Ben grinned cracking his fingers.

"Sue, we'll provide back up, Johnny can you keep him distracted with fire balls?"

"You betcha!" Johnny cried out flying off.

"I didn't mean now!" Reed growled before he turned to me, "Spider-man, think you can help out?"

"I would be happy too," I nodded as I jumped up on a light pole and swung into action.

" **Hey Doomey!** " Ben roared as he charged him like a tank, " **it's clobbering time!** " He brought his fist down, over Doom. The man stood still and took the hit as the road below him cracked.

I heard his scoff, "pathetic as always Ben Grimm," He then sent out a bolt of lightning that knocked Ben on his ass.

"Hey Victor!" Johnny called out, "eat this!" Fireball after fire ball came at the man. But Doom didn't even bother moving. He stayed where he was and let the fire bounce off his armour.

He chuckled, "Johnny, Johnny, Johnny, always the weakest one," he snapped his fingers sending out a bolt of electricity that hit Johnny in the stomach and sent him flying back.

"Johnny!" I cried out as I swung towards him, grabbing him by the arm and landing on a nearby rooftop. Johnny had luckily flamed off by that point, I slapped him hard across the face, "wake up man! Wake up!"

But it was no use, Johnny was out cold, Doom had overcharged his nervous system and knocked him out.

I turned back to the battle and saw Sue stopping Doom's lighting by erecting a barrier around herself and Reed. But stray streams of power were getting dangerously close to the civilians, I needed help them, just one opening and they can take him out.

I looked around the roof, I needed to insult him but how can- I paused looking at the air vents. This building was huge, it gave off an obscene amount of heat through the vents, in order to keep the vents intact it would have to be insulated to some degree. It wasn't perfect, but it was what I had on hand.

I ran to the air vent and punched the bottom half, tearing it off at the bottom. I pulled it loose and carried it under my arm as I stepped onto the roof edge. I took a deep breath and sighed, 'here goes nothing!'

I jumped down and swung up high like a pendulum. I let got of the web at the cruxes of my swing, right over Doom's position.

"Yo Doom!" I cried out as I began falling down right at him holding the air vent before me, "bit me!"

"What is-" he looked up surprised as I slammed into him, pinning him down with the vent. I was thrown to the side from the impact, my bones hurt like hell. I think I broke...everything, through sheer will I got back on my feet and looked up at Doom getting up, the air vent now covering his body.

"What kind of stupidity is this?" I asked as he began to flex his arms. I saw the vent being ripped apart at the seems so quickly I set my web shooters to hard webbing and spun it around the event keeping it intact.

Doom tried his best but found he couldn't break the webbing, "what madness is this?! How does a web hold back Doom?!"

"You're about to find out pal!" I yelled as I jumped up as punched him across the face, only to hear something snap.

"Argh!" I yelled, of course he's basically indestructible, he took a hit from the Thing! What did I think was going to happen?

"Clever child, but none shall escape Doom!" he yelled as I saw plasma sparks run off his body, but suddenly they disappeared. He looked down at the vent and chuckled, "of course, it's insulated."

"Which means I can do this!" Reed yelled as he grabbed Doom with his giant hand and threw him into the air.

"I got him!" Sue yelled out as she captured Doom in an invisible ball and flew him over to the East River. I blinked as I watched her go, why was everything suddenly all red? Why...oh, I'm bleeding from my skull...what fun.

I closed my eyes and fell back on the broken debris as I heard Ben's voice yell something out. The FF could do the rest, I need to sleep.

 **Some time later:**

I blinked awake and looked around. I was in a room with wires attached to me and a monitor attached to my chest. I moved around for a bit and felt pain shoot through my body. I looked down, I was wearing my pants, but my shirt and jacket were neatly folded and kept on the side.

I reached up and touched my face, no mask, shit! I looked to the side out the window and saw I was on a really high up floor, maybe the 200th? So it wasn't a hospital, thank god for small miracles. If I was in a hospital I would be so fucked! Goodbye Spider-man hello SHIELD detention facility.

The sky was darkening, it was late, maybe 8 pm? Was I asleep for an hour? I got off the bed and winced in pain at the feeling of my body move. I was bruised all over my body, but luckily it didn't feel like anything was broken.

"All I'm saying is we should at least hear the guy's story first before we throw him out on the curb!" Johnny Storm entered the room followed by Reed and Sue.

"We aren't going to throw him out Johnny it's just-" Sue stopped as she turned to me and smiled, "ah, you're awake then."

I nodded, "yeah, guess I am."

"Dude! I didn't think you would be awake so soon!" Johnny cheered, "but ah, I don't think you should be walking just yet."

"No, it's fine, my body can heal itself pretty quickly," I told him as I removed all the wires attached to me, switching off the heart monitor, "so...I'm assuming you already did a facial search?"

Reed nodded, "we did, hello Peter."

I winced, "damnit, there goes my secret identity."

"Hey don't worry, we won't tell anyone, right guys?" Johnny asked his sister and Reed.

"Of course, you helped us out with Doom it wouldn't be fair if we didn't at least returned the favour," Sue smiled.

"I still believed we should have called his aunt and uncle, they would be worried sick about him," Reed argued.

"Please don't," I told him, "I can manage them, they don't need to know about this part of my life," I grabbed my shirt and put it on. As I did I noticed Susan Storm's eyes pinned to my abs, I couldn't help but smile, guess I was hot huh?

"So wait why did you just jump in like that?" Johnny asked, "I mean don't get me wrong, I appreciate it and all that, but why risk your life?"

I shrugged, "people were getting hurt, I had to do something. I really doubt this is in Tony Stark's radar. He's probably off saving the middle-east or something." Plus I need the good press, but better keep that part to myself.

"So you just swing in? All the way from Queens?" Reed asked surprised.

"My uncle has a saying, with great power comes great responsibility," I put on my jacket and zipped it up. Tucked into its pockets I found my web shooters, phone and mask, "I have the power to help people, to save lives. Why shouldn't I?"

"Because-" Reed began only to stop, he thought for a moment before shrugging, "I honestly can't think of an answer for that."

"Would you look at that, I managed to stump the great Reed Richards," I chuckled as I turned on my phone to find two miss calls from my uncle.

I immediately called him and spoke, "hey Uncle Ben."

"Peter? Oh thank God, where are you Mr.? Do you know how worried your aunt was?"

"I-I sorry uncle Ben, Marcus called me over, he wanted me to help him out with a chemistry test tomorrow and I...I'm sorry."

"It's fine Peter, though when you get back we need to have a serious talk about this new attitude of yours," Ben's voice was soft but I could hear the edge to it, "I'm assuming you've already had dinner?"

I blinked, I looked at the clock on my phone and cursed, it was nine already. I sighed, "ah, yeah, Marcus' mom made us some pasta. Tell Aunt May I'm sorry, I didn't mean to worry her." I spent a few more moments promising to be home early before hanging up.

"You're a very good liar," Reed narrowed his eyes.

I nodded, "not something I'm proud off."

"How long have you been...well, been Spider-man?"

"A month or so," I shrugged.

"Wait, seriously?" Johnny asked blinking, "but I've literally never heard of you until today."

"Did you hear about the Hulk in Harlem?" I asked.

"Yeah, but what does that have to do with you?" Johnny asked.

"You were there," Susan suddenly spoke out, "you helped the Hulk take out Abomination. I saw you on TV, a red hoodie and blue pants right?"

I nodded, "yeah. I've also been working a lot behind the scenes as well. Nothing big, just busting a block party here, being a pain in general to the drug rings of New York. You know, the usual."

Reed looked suspicious, Johnny looked impressed and Susan gave me a smile which made me wish I still had my adult male body. Stupid teenage hormones!

"Hey Peter," Johnny grinned as he swung his arm around me, "you hungry? Cause I'm hungry."

Reed's stomach growled just then causing the man to chuckle, "yes, maybe it's best we eat something. I'm sure Ben has reached her by now anyway."

"Great! Let's go!"

Johnny lead my out of the room and down a hallway. I found myself in a clean white hall, we walked past several rooms filled with tech, I could identify some of them on sight and I swear the Peter Parker inside of my was scream from a giant nerdgasm.

"Damn, this place is amazing," I commented looking at the rooms, "a quantum slicers, gene identifier, a cyclotron and….why do you have a car battery?"

"Oh, that's mine," Johnny shrugged, "that's my lab," he pointed at the one with the battery, I noticed it also had a 3-D printer and a couple of sketches drawn up and posted on the walls, "it was the first battery I ever fixed, kind of like my inspiration."

"The Baxter building is our father's building," Sue explained, "he believed gathering the brightest minds under one roof will lead to discoveries beyond our wildest dreams. Each scientist was give a workstation to use and in return any invention they make is co-owned by them and the Baxter foundation."

I whistled, "damn, that's pretty amazing. But ah, I can't help but notice you guys are kind of running low on lab techs. Or did they go home after the lighting guy came knocking?" I asked, not mentioning Doom's real name because for all intents and purposes the public didn't know who Doom was, hence neither did I.

"His name is Victor Von Doom," Reed explained, "and he is...was, my friend."

"He used to work with us, in this place, over the years the Baxter building has started to loose its members," Susan admitted, "we have enough funding, but people these days are more interested in making money working for place in Oscorp or Stark industries than work here."

"So ah...why exactly is he pissed at you?" I asked as the hall lead out into a giant living space with a living room, kitchen, dining room, gaming area with bean bags and a library with shelves across the far wall.

" **He's just pissed because Reed's better than him,** " I heard a rough voice call out from the couch. I saw Ben Grimm reading an extra large newspaper on an industrial sized metal chair. It didn't have any cushions, though I doubt he would need it.

"Peter, this is Ben Grimm, you don't have to be afraid," Reed told in a gentle calming voice.

"Yeah I figured," I shrugged, "since you know, he tried to save the city instead of electrocuting it."

" **Ha, I like this kid,** " Ben chuckled as he folded the paper and got up, " **so, I hear you're some kind of superhero?** "

I nodded, "yeah, well, trying to be."

"I'd say you are judging by the way the news is talking about you," Johnny called out as he turned on the TV displaying the news. It was about the attack, and more specifically, about me.

"Police have yet to identify the red jacket wearing hero, though some claim it is the same one who helped stop the Hulk's rampage in Harlem a month ago," a crude picture of my in my first costume showed up near the anchor's head, "many people have coined the name 'Spider-man', alluding to the logo spray painted on his jacket. No one knows who he is or what he does. We went to the streets to find out people's opinions of New York's newest heros."

The NEWS showed variety of people, interviewing them and asking them what they thought about me.

"I don't know, but I think he's here to help. He got knocked out pretty fast, so I'm kind of worried for him. I don't think the hero business is his thing," a black man commented.

"I think heroes are over rated, we don't need them here! Ever since they came here villians have followed, and I can promise you this boy will only lead to more problems!" an old lady claimed.

"He's a hero," an older man wearing a camo jacket commented, "I respect the fact that he just leap into action without a second thought. He's a bit reckless, but I think his heart's in the right place."

"He looks cool," a young boy admitted.

People kept commenting, I honestly felt like blushing. They were praising me, calling me a hero for crying out loud! Some didn't approve, they called me an unwanted vigilante, but most didn't seem to care. Guess I was right about getting good press by being seen together with the FF.

"They're right you know, you are inexperienced," Reed groaned, "you are reckless and you just jumped into the battle without thinking."

"He was just trying to help Reed, cut him some slack," Susan snapped.

Immediately Reed backed down, "s-sorry."

Sue huffed, she turned to me and grinned, "don't worry about it Peter, things like this take time. Heck, we aren't even super heroes but people are still calling us that. Johnny, what's that ridiculous name they have for us again?"

"The Fantastic Four sis, and for the record, I don't think it's stupid," Johnny grinned, "I kind of like it."

" **Ha! Of course you do,** " Ben chuckled, " **hate to break it to you kid, but we ain't heroes.** "

"Actually Ben, you kind of are," I spoke up, "this was all of your first appearance in the spotlight. From now on people are going to expect you to fight to save lives, you're just going to have to deal with it."

"Is that why you chose to remain behind the scenes for so long?" Reed asked.

"Yup," I half-lied, "it's easier to work in the shadows than to be outed and have expectations dropped on you like that."

"Understandable," Susan replied looking nervous, "well look at it this way, at least now the Baxter building is getting free advertisement. Maybe we can finally get some people in here and working."

I smiled, "yeah, I don't think you'll have a problem in that front anymore."

"Well...I suppose people might be calling us the Fantastic Five now," Reed chuckled, "I don't really think they know we aren't together."

"Damn, maybe you should issue a press release or something," I chuckled. I looked at the TV screen and suddenly a question came up, "why aren't they surrounding the building? Don't they know I'm in here?"

"No," Reid replied, "after you fainted Sue turns you invisible and brought you here. Don't worry Peter, you're perfectly safe here."

I sighed in relief, "thanks Sue, I owe you."

Susan smiled, "forget about it."

" **Can we get something to eat? I'm hungry and it's been a long day,** " Ben grumbled.

"Yes, of course," Reed agreed as he walked to the kitchen.

"Well I guess that's my cue to leave," I spoke up.

"No wait, didn't you tell your uncle you already ate? Are you just going home without dinner?" Susan asked.

I blinked, "you are scary observant."

"Yeah she is," Johnny grumbled, "but seriously man, stay!"

I shrugged, "well, okay, only if I'm not bother you or anything."

" **Trust me kid, it's no bother at all. You're probably be the most normal person in the room,** " Ben grunted out.

I chuckled nervously, "don't beat on that Ben. So ah, what happened to Doom anyway?"

Ben sighed, " **we managed to get him into the East River as planned and ehe electrocuted himself. He was unconscious, but instead of going to jail he was sent home.** "

I blinked, "what? Why?"

"He's technically the prince of Latveria, as such he has diplomatic immunity," Reed growled, "he got off scoot free."

"Damn," I grumbled, "that sucks."

"So what's for dinner?" Johnny asked rubbing his hands greedily.

"We have," Susan opened the fridge door and bent down to the bottom rack. I couldn't help it, my eyes were drawn to her ass as it stretched her blue uniform to it's limits. Damn I love spandex.

Johnny slapped me up the head, "dude, eyes up front."

I grumbled, "yeah, fine."

"We got pizza!" Sue cheered holding up fives boxes of frozen pizza, "Johnny, will you do the honours?"

"My pleasure sis!" Johnny took each pizza one by one out of the box and set it on fire. It hissed for a moment burn out all the coldness before leaving behind a steaming, if slightly blacked large meat lovers pizza.

We grabbed plates and sat around the dining table. Ben sat down on his industrial chair, and we ate, and ask we did I told them my life story. Well...some of it anyway.

"So wait, a spider bite gave you your powers? That's stupid man!" Johnny cried out.

"It wasn't an ordinary spider Johnny," I shrugged, "it was genetically altered and radioactive. I was able to overwrite my genes and change me on a cellular level."

"How do you know that?" Reed asked.

"Oh come on Reed, you must have seen my report card when you did a search on me right? What did it say?"

"Above average student, exceptional in studies and subjects that interest you," Read narrated.

" **So you're smart?** " Ben asked.

"I'm no Susan Storm or reed Richards, but I can hold my own," I shrugged.

"So wait, the spider bite gave you advanced agility and the ability to shoot webs out of your hands?" Susan asked.

"Oh no, not at all. Actually the web thing was my own invention, I created a formula that solidifies when exposed to air, creating a web like substance. And I use thes," I lifted my sleeves displaying my web shooters, "to launch the web lines."

"Amazing, you invented those? All by yourself?" Reed asked.

I shrugged, "well it was either this all a grapple hook. And believe me I can't do half as amazing things with a grapple than I can with my webs."

"Damn Peter, that's impressive," Johnny whistled, "I mean I'm kind of an inventor myself, so I can understand the difficulties in creating something so amazing. Good job kid, good job."

"Hey, don't call me kid, we're the same age firebutt," I growled.

"And what do you mean you're an inventor?" Susan scoffed, "the only thing you invented is a hair gel to didn't burn when you went all flames."

"Hey! Don't diss my invention! Next thing you know thousands of firemen all over the country will be lining up to buy my stuff! You'll see!"

" **Yeah, or we can use it to grease up engines.** "

"Hey! My beautiful hair gel is not a replacement for engine grease!"

" **Then why does it look the same?** "

"Why you little!" Johnny growled punching Ben's arm only to cry out in pain, "I hate you!"

I chuckled at their antics, guess I know why they were such a good team. They were more family than friends.

Slowly they all calmed down. I helped clear up the plates, washing them in the sink with Sue. I kept trying to sneak in a quick peek at her amazing behind but Johnny also caught me, stupid fire breather.

When we were done the FF and I were gathered around in the living room and Susan spoke, "Peter, how would you like a job here with us?"

I blinked, "super hot lady saw what now?"

Susan chuckled as Reed and Johnny glared at me, "I'm serious Peter. I saw your test scores, impressive. And from what you've told us about your invention, well there is certainly promise to say the least. I told you, the Baxter Building is a place for geniuses to learn and grow together, I think you'll do great here, don't you?"

"I-I don't, I don't know if I can live up to your expectations," I gulped replying honestly, "like I'm already busy, I have school training and Spider-man stuff I don't' know how-"

"You don't have office hours in a place like this Peter," Reed spoke up, "we make our own times. Sue and I practically live here, but Johnny roams around a lot. We only expect one thing out of you, improvements in science."

"You get final say on anything you invent," Sue continued, "we'll decide together if we will release what we discovered or not. You'll have a lab and funding for your projects, along with some cash as a monthly salary. Heck maybe you can even make some gizmos to help you out when you're out as Spider-man."

" **And if you're really desperate for an alibi while out fighting crime, you can always just tell your folks at home you were here working on a project,** " Ben suggested.

"Yeah! That's brilliant rock brains!" Johnny cheered, "and we can like totally team up all the time! Fantastic Four and Spider-man saves the day!"

I blinked as I looked at them all. Johnny was the one who looked most hopeful, Sue looked confident while Reed just smiled. I couldn't really tell with Ben's face, you know, because of all the rocks, but it looks like he was smirking.

"I would be honoured to work with you guys," I said finally, "believe it or not, I really needed a job. Both for the cash and as an excuse to be Spider-man. This would be perfect."

"Great! Welcome to the Baxter Foundation Peter," Sue stood up, I did as well and we shook hands, "I'll get the paperwork started. Maybe it's time to go home, it's getting late and you're aunt and uncle are bound to be worried."

My eyes went wide I looked at the clock, it was ten, "oh shit!" I jumped over the couch and put on my mask, "it was amazing meeting you guys! I'll see you tomorrow!" I pushed opened the balcony door and jumped out, swinging across the New York skyline.

"I like him," Susan smiled.

"Yeah you do," Johnny teased, "judging by the way his eyes were attached to your spandex covered behind I would say he likes you a lot."

"Johnny!" Susan yelled.

" **I'm going to bed, night,** " Ben grumbled.

"Same," Reed got up and left, "I'll see you all tomorrow."

After Reed left Johnny turned to Sue, "think he's jealous?"

Sue blinked, "what? Who? Reed? Why would he be jealous?"

Johnny blinked, "you know sis for a pretty smart girl you sure are dumb."

I got back home changed into my normal clothes and meet my aunt and uncle. And surprise surprise, it was yell o'clock. They must have been on my case for over an hour. I swear I must have gone deaf for five minutes somewhere in between.

"So what do you have to say now Peter's" Aunt May asked as she finally winded up the lecture.

I looked her straight in the eyes and without blinking replied, "I got a job."

They blinked, they looked at each other and then at me. "What?" Uncle Ben asked.

"Okay I'll be honest, thing about Marcus? It was a lie. I really went to Madison avenue to see the Fantastic four fight Doom. Dont' worry I stayed as far away from the battle as was possible," I told them sensing another round of yelling coming my way, "I helped clean up after it was done, Johnny Storm saw me, we talked. Then his sister showed up and she invited me over. The reason I'm so late is because I spent the evening at the Baxter building trying to impressive them enough to get a job."

Ben was the first one to speak, "that's amazing Peter! I'm so proud of you!"

I grinned as he grabbed me into a tight hug. I winced from the pain but kept my mouth shut. Can't let them know I'm bruised like an apple.

"Peter you didn't have to do this," May said, "we have more than enough money, you should be more focused on living your life, not getting a job."

"That's just it aunt May, I am living my life. The job is going to be inventing for a living! I'll co-own all the patents I make, I'll have my own lab, and what's more I'll be getting payed! It's perfect aunt May!"

She sighed, she looked like she was going to object once more but Ben stopped her, "May, it's fine. The boy is old enough for a job, and it's lucky he found one that suits his talents. Peter, I'll be honest, lying to us wasn't right, it was elfish and disrespectful, but I understand why you did. You're good kid Peter, and I know you'll make us proud."

I smiled, "thanks uncle Ben." I knew I wasn't done, there would be more yelling, more argueing. I'm sure one day they'll ask me to stop going just because it'll be too dangerous. But for now, right this moment I was happy.

Spider-man was born, I had a job, a family and a life. I was finally getting used to being called Peter Parker. Who knows, I just might end up being an amazing Spider-man. Ha ha, puns!

The next day at school I had a kick in my step. I couldn't help grinning like an idiot. I woke up early today morning and went full on Peter genius mood. I had a portfolio with a list of ideas I could make with the FF's help. I really, really wanted to impress them.

Though sadly school did come first. Damn Aunt May, I already had a job, why must I persist on this infernal hell?!

Okay, moving away from the melodramatic for a second, I'll admit, school was important I can't just skip it.

So now I find myself reluctantly sitting down for first period English. Harry kept looking at me from the corner of his eye, I didn't know why, hope Normal didn't ask him to spy or me or anything, that would be a pain in the ass.

MJ and Liz were gossiping with the rest of the popular kids, same as usual, and Flash was napping off in one corner.

"Alright class settle down," the English teacher walked in, "now before we begin I would like to introduce a new student joining us. I understand it's late and she will have a lot to catch up on so I hope you'll all be supportive. You can come on in Ms. Hardy."

My brain hit pause and then reset as all my scientific ideas went out the window. The door opened a girl walked in with grace and poise. Her hair was silvery blonde, let loose as it framed her face and reached to her lower back. She wore blue jeans that were tightly framing her legs, a loose white shirt and a black leather jacket.

She looked bored, like she would rather be anywhere else but here. She grumbled, "yo."

I blinked, huh….I actually forgot about her.

* * *

 **There we go, the next chapter is up. As I mentioned before I am putting in a lot more than just the normal MCEU story lines in this story. And since Peter is going to be with the FF a lot, I do planning on having a few adventures here and there that involve them. Not many, but a few.**


	6. The Cat's Mark

The next week and a half was weird for me and my life. I was now officially a part of the Baxter Foundation. I spent most of my time there these days coming home only late in the night. May and Ben didn't approve of it at first, but once they found out the work I was doing could have lives they begrudgingly understood.

In reality however I actually spent an hour or so with the FF before going off on patrol as Spider-man, Sue understood though, after all that was part of the deal. This way I got to be a hero and a scientist. Ha, and Peter always said this was hard.

I still remember the first day I came to the Baxter Building as Peter Parker and not Spider-man. I had to fight through the giant crowd gathered outside and into the lobby. And even then the guards wouldn't let me go up, so Johnny had to personally come down and cler me through.

I'm pretty sure my picture was going to be in the front page tomorrow though, 'Mysterious Boy enters Baxter Building?!' hopefully they didn't get a good enough shoot.

"So Peter, how did your aunt and uncle take it?" Johnny asked.

I shrugged, "as well as you can expect. I think they are still mad I lied to them but the fact I got a job here seems to make them happy."

"Good man, heck maybe one day you should come clean to them you know? Tell them who you really are?" Johnny lead me through the elevator doors into a large hallway.

"Yeah, not going to happen. They freak out if I'm late from a friend's place, can you imagine what they could do if they knew I was Spider-man?"

Johnny shrugged, "if you think so," he stopped before a door and pressed his hand on the palm scanner next to it, "welcome to your new home."

My eyes went wide, "woah," I blinked as I looked around the large nearly empty room. I had a large monitor and computer system up against one wall, a table and a few tools, but other than that it was completely empty, "this is so cool!"

Johnny grinned, "I thought you'd think that. Anyway make yourself at home, my lab is just three doors down and Sue's is right opposite to yours. Reed's further down the hall but, ah, maybe don't go there unless he gives you permission. Guy is freaky when it comes to personal space."

I nodded as I put my bag on the chair and took out my notes, "this is great Johnny, I have many things I want to test out...hey, do you think you can help me out?"

Johnny blinked, "me? What do you mean?"

"Well last night I came up with a theory on how your powers work, I want to test it out," I explained as I looked around my lab, god it feels weird saying that, and found a geiger counter. It was a complex one with a customizable setting, I would need to change its internal working though for it to detect the energy signatures I wanted it to.

"Wait what? You think you know how my powers work? That's crazy man! Even Reed can't figure that out!"

I shrugged, "it's only a theory man, chill out," I began working on the geiger counter, adding a thin filament of nickel to the counter. The people on my Earth had a theory, that Johnny's powers, and the rest of the FF for that matter, we're dimensional energies. And their accident allowed them to control that energy. And since it looked like I was dealing with the Ultimate FF, who gained powers from teleporting that looks to be the case now as well.

If I recall correctly Johnny's powers were once super charged by a place called the Negative Zone, it allowed his flames to grow so powerful he couldn't switch them off. But that was just a theory, and now I would need to test it off.

I pointed the meter at Johnny, "go flames."

"It's called Flame on," Johnny grumbled as he turned up the heat, covering himself in flames.

I looked at the geiger counter and watched as the reading grew, and I smiled, "perfecto!"

"So? What did you find out?" Johnny asked switching off his flames.

"I think you're powers are coming from another dimension, and your body right now is serving as some kind of portal, well not portal, more like a reverse sponge."

"Wait, how could you possibly know this? What did you do to the geiger counter?"

"I added a layer of nickel to it," I pointed at the nickel patch, "this detected the amount of heat you gave off. And the counter to detected your fire, which is radiating outwards, but not in harmful amount. So you're power bursts out, and irradiated, you're not absorbing anything out here in the air, so it must be coming from inside you, and when it reacts with our atmosphere it explodes, behaving like fire. You're not a fireball, you're basically leaking white phosphorus like radiation."

Johnny blinked, "woah, that's-that's amazing! Holy shit Peter that was so freaking cool! Here, this is Reed's email ID, send your theory to him I'm sure he would love to hear it!"

I nodded to Johnny and did just that. Honestly Peter's mind was amazing, I had the theory, but Peter's intelligence made it all happen.

After that I meet Reed, Ben and Sue for dinner. We talked a bit about the things I would work on and how I could help. Reed took a look at my findings and needless to say he was impressed, though I could detect a hint of distrust in his tone of voice which honestly confused the hell out of me.

As the week went by the legend of Spider-man only grew in time. Thanks to my timings at the Baxter building I was able to go out on patrol on nights. I must have stopped three muggings a day, on top of all the other things.

People talked about me like I was an urban legend, of the things Spider-man was rumoured to have done. They had correctly guessed that I was the one who took out the GST block party a week ago and that I had something to do with their arrest, but the rest of the rumors were all pretty weird.

Some thought I was a demon from hell out to punish the wicked, I'm pretty sure that one was a troll just making waves for fun. But others thought I was a mad man with a box, one theory suggested I was a member of the FF that didn't like publicity and got my powers the same way they did.

People even started to take pictures of me, hell I was the meme of the week! Even people in school were talking about me like I was a God. It honestly made my kind of shy to be around people knowing how much they loved Spider-man.

Honestly though I found the crimes that are committed on the streets to be minor and few inbetween. I needed a new criminal project, and soon. I had been following the GST trial closely and it looked like Matt pretty much had the whole thing in the bag. The evidence wasn't immeuble in court though, which was sad, but the drug bust in the warehouse was more than enough to have them all sent to jail.

I had kept up with my training with Colleen, who had now taught me all the kata's she knew for the sword. It was a blessing and a curse to have a brain like mine, I memorised the kata's in seconds, though I'll admit it does take me a while to actually apply them to combat.

Colleen moved me up on her class list, I was now in the third hour classes and had just began hand to hand training. I could tell she was still holding back, not willing to teach me everything a Hand ninja would know, but that's fine, sooner or later Colleen wouldn't able to help herself, she would teach me just to know that she could.

Call it warrior's pride or whatever you wish, but I knew her, she was after all my sensei.

Though one incident over the last week did stick out to me. I had a run in with Felicia, only we were both in costume.

I was swinging down Wall Street when I hear a window break open. I landed on the opposite building and watched as a figure dressed in black shimmed along the side of the building and landed on the roof of shorter building next to. I narrowed my eyes and smiled, she still wore a black tracksuit and a mask. It was honestly kind of cute.

I swung towards her and dropped down, "heya Kitty!"

The Black Cat turned around as I grabbed her around the waist and rolled around the roof. I ended up on top with her below between my arms. I grinned, "we really have to stop meeting up like this."

"Spider?" she blinked, "what are you doing here?"

"Oh you know how it is, I was in the neighborhood, though I should stop by," I looked at her belt and found a pouch stuffed full, "have you been stealing again?"

"What I do isn't any business of yours," she growled.

"Ah, yeah it is. Hero, theif, see how it works?" I asked.

"Sorry Spider, but I don't have time to flirt," she kneed my groin causing me untold pain. I knelt down in pain as she crawled away and ran to the roof's edge and jumped.

"Not this time!" I yelled as I shoot a web line at her and pulled her back into the roof. She grunted in pain and quickly got up, drawing a knife and slicing my webbing.

"Hey, this stuff is expensive you know!" I chuckled.

"I'm sure you can cover it," she smiled as I got on my feet and we circled each other. She lunged forward first with a swipe of her blade. I easily avoid it, caught her forearm and twisted it around to her back, turning her around and grabbing at her hips.

"You know Cat, you can do so much more fighting for the good guys," I whispered.

"What makes you think I'm not?"

"Stealing isn't usually what good guys do," I told her.

"That's what you think. You're definition of good and bad needs to be reworked Spider. I only steal from those who deserve it."

"Like a small time jewelry store?"

"A front for a mafia Uptown."

"And the office of the Wall street guy you broke into?"

"He's a broker, you really think he isn't dirty?"

"So what? You're a modern day Robin Hood?"

"No, I said I steal from the rich, I never said I gave to the poor," she broke out of my grip and kicked me back. She ran to the roof and turned around and blew me a kiss, "next time Spider," and them jumped down, landing on the roof of another building before jumping away into a alley and away for sight.

I sighed as I got back on my feet, she really was a handful. I pulled out the pendrive I picked from her satchel and grinned, the score was all tied up. I broke the pen drive and threw the pieces away, I doubt it will be of any use now.

And so after all that, I still find myself stuck once more in school, which I am quickly coming to find is the most boring part of my life. I was stuck in history class ignoring my teacher who was going on and on about how much world war 2 sucked.

I sighed as I skimmed through my text book, looking at all the pretty pictures and gruesome deaths. I stopped at a picture of Captain America and blinked, 'that's right, he's a war hero in this world isn't he?'

I turned to chapter of my book that dealt with Steve Rogers and looked at all the pictures and details. It looked a lot like in the movies, Peggy, that german scientist being killed, Bucky 'dying', all the good stuff.

But then I noticed something, in one of the photos, Steve was posing with his army buddies sitting on boxes with bombs on them, the words, 'Property of Hitler' spray painted on the side. But what I found most curious was the man standing next to Steve with the Canadian flag on his jacket.

He looked feral with mutton chops and a cigar between his teeth. I immediately had a feeling I knew this man but I couldn't be sure, I looked down to the names listing the soldiers in the pictures and landed my eyes on a name I didn't expect to see here;

'James Howlett'

James Howlett, the real name of Logan, also known as the Wolverine. Fuck, mutants were real in this world. They were fucking real...oh shit, oh fuck me in the ass! I am so fucked! What if a psychic read my mind?! Oh fuck! I need to add, 'blocking out mental assholes who don't respect a person's mental privacies' onto my list.

I wondered if Charles has established his school yet, were Scott and Jean his students? Is Magneto made a public outing? No, not at all. If they did mutants would be the talk of the town and Spider-man would have just been dismissed as a mutant. No, mutants were still hidden in this world, they weren't even urban legends just yet.

"Mr. Parker," I heard the teacher call out my name.

I sighed and looked up at her, "yes?"

"Are you paying attention?"

"...Ah, yes?"

"Really? Then tell me who lead Hitler's science and development branch?"

I blinked, wait, wasn't that Hydra? "The Red Skull ma'am, he also renamed the branch into Hydra."

"Very good Peter, but his name wasn't Red Skull, what was his real name?"

I blinked, "what do you mean his real name wasn't Red Skull?"

"What I mean is that it was just a moniker he went by, he does have a real name you know?"

"Yeah but that's the name he chose," I shrugged, "the name he chose wasn't the name his parents gave him. They probably expected him to be a nice little boy and be an angle to everyone he meets. But h wasn't, he was a jew hating nazi and because of that his actions deserve to be called by the name his choice. His name is and will always be the Red Skull."

"That's a….very unique answer Mr. Parker," the teacher sighed, "fine, let's just move on."

I nodded as she went back to her lesson. I looked around and saw people staring at me from the side. MJ gave me a smile, Harry and Flash looked bored and Liz was texting someone on her phone.

My eyes then landed on the newest addition to our class, the beautiful and glamorous Felicia Hardy, she was always aloof, never talked to anyone and the envy of all girls and desires of all boys. She was the biggest loner in the school, before me of course, and right now she was looking right at me.

I meet her gaze and didn't back done. We looked at me like I had just told her something profoundly interesting, her emerald eyes didn't blink and I didn't either. Was this a contest or something? Was she trying to gauge me? Did she know? No, no of course she didn't. And even if she did I knew who she was as well, mutually assured destruction.

Finally she blinked and turned away. I did as well as we both turned to the board, I didn't know what that was about, but I knew it wasn't over by a long shot.

At the end of the class I gathered my stuff and got ready to leave, but just then I heard Felicia call out, "hey Muscles, wait up."

I blinked, was she calling me? No, that was stupid, I ignored it and walked out when suddenly she grabbed my shoulder and turned me around. She hissed, "I told you to wait up."

I raised an eyebrow, "did you just call me Muscles?"

"Yeah, duh," she snorted.

"Are you serious?" I asked blinking, "because I don't know if you've heard, but I'm apparently skinny as fuck. If you want muscles, Flash is your guy."

"Ha! Finally something we can both agree on Parker!" Flash called as he slipped between me and Felicia grinning at her, "so, you want something babe?"

"Not from you meat head," Felicia snorted, "move, I was talking to Muscles over here"

"Wait, you're serious? Are you crazy? Parker's puny! He can't even lift a dumbbell!" Flash laughed, and a few other kids watching this little confrontation did as well. I just rolled my eyes, if only they knew.

"If you think that then you're blind," Felicia smiled sly as she walked past Flash and slipped into my comfort zone. I blinked in confusion as she suddenly pressed her hand up against my peck and pressed, "don't let the baggy clothes fool you, Muscles is packing something tight under these."

She was stalking me like a prey, her eyes daring me to say something, I knew the rest of the school still thought I was a wimpy kid, despite my personally shifting over the last month. Guess she thought I wouldn't stand up for myself, she was wrong.

"You know Felicia if you're going to cup a feel you should at least buy me dinner first," I smiled.

She raised her eyebrows in surprise before smirking, "well Muscles what would you like to eat?"

"You?"

Felicia smirked, "going a little fast there Muscles."

"Says the woman rubbing her fingers round my nipples."

"Am I? Oops," she stepped back, "I do need to talk to you though. Have a moment?"

"Lunch?"

"Starving."

"Lead the way," I motioned following behind her. I looked at Flash's jaw hang out and closed it. I smiled at hmi and followed Felicia to the lunch room.

"I don't like her," MJ narrowed her eyes as she saw Peter leave with that new girl.

"What a surprise," Liz said rolling her eyes, "I wonder why that is."

"It's not like that," MJ blushed and denied.

"Yeah, keep telling yourself that sweetie, maybe one day it'll be true," Liz turned to Flash, "what exactly were you thinking?"

"Babe? Nothing, I was just being friendly to the new girl is all-"

"-Save it Flash," Liz growled, "if I find you ever flirting with that bitch we are done understand?"

"But Liz-"

"-Understand?!"

Flash sighed, "yes."

"Come on, I want to see where they're going," MJ grabbed Liz's hand following them.

"Oh relax would you, Parker's finally getting some attention, let the geek enjoy it for a while," Liz replied rolling her eyes only to have MJ completely ignore her.

Felicia and I sat down opposite each other in the middle of the lunch hall. I could feel the people looking at us, usually I would sit in a corner to avoid detection, but Felecia had chosen this table. Was she making a statement? Maybe, but why? And for what reason?

I took out my lunch and ate. Felicia raised an eyebrow at the PB&J sandwich, "is that seriously all you brought to eat?"

I shrugged, "I eat more at work. A friend of mine and I end up eating out most of the time. It's easier and since the office pays for it I don't have to worry about lunch per say."

"Hm," she hummed, "where do you work?"

"Someplace special," I smiled.

"You aren't going to tell me?"

"Are you going to tell me you're life story?"

Felicia smirked, "no, I guess not. So Muscles, tell me, why exactly do people avoid you?"

I snorted, "please don't call me that, it's really silly. If you're going to give me a nickname make it cooler, like...Pete, or Petey. Muscles makes me sound so arrogant."

"Hm, no, I don't think so, I like the name."

I rolled my eyes, "I had a feeling you were going to say that."

"Now, are you going to answer my question or keep deflecting?"

I shrugged, "nothing to tell really. They don't like me, I'm kind of antisocial, plus I'm pretty smart so they tend to avoid me. A friend once told me it's because they are scared of me, but I don't really think that's true."

"Maybe, maybe not," Felicia took out her own lunch, a box of chicken salad, "but you know what I think?"

"That you should eat more than just a salad?"

"A girl has to keep her figure you know," she smiled.

"Something tells me you can do that even while eating burgers," I smiled back.

"Checking me out have you?"

"Just as much as you have been me," I reply back.

"You know I think I'm starting to understand why they were weary of you. You're very perceptive, and also dangerous."

I blinked, "how so?"

"You said it yourself, I'm been observing you. You don't behave like a teenager, you're ignored but you don't mind, in fact you like it sometimes. Kids don't' like being ostrichsized, we hate it, but you, you're used to it. And you're also smart. Smart enough to be in college right now, but for some reason you're here...hiding...a child genius would be put on a spot light, but a teenager who smart and still in school? No, you're hiding something Muscles, I'm going to find out what exactly that is."

I couldn't help the shock that came over me. I stared at this gorgeous girl before me and realised she was probably the closest person to finding out my secret identity. I knew I should be afraid, curious even, but I couldn't help myself, I was impressed.

"You know Felicia, I think I'm in love," I smiled.

"Sorry Muscles, you're not my type," she smiled back.

I shrugged, "I figured. So, why did you want to talk? Just to tell me you think I'm dangerous? Or is it actually something important?"

Felicia sighed, "no, there is actually a reason. Mr. Goldberg," our physics teacher, "told me I needed to improve my grades, I started pretty late so I need to catch up. He suggested I ask you for help."

"Which is when you started to creep on me," I concluded.

"Yup," she nodded as she ate a piece of boiled chicken, "though I have to admit I was actually not going to bother at all, I don't need to waste hours of my life listening to some know it all lecture me. I'm already suffering in school for that."

"So you have judged me worthy, I'm honoured," I chuckled.

"No, not really. I wasn't going to bother, until I heard what you said," I looked confused and she explained, "in history, you talked about how the names you pick best represents the people we really are. How the names we have are the hopes and burdens our parent has on us. It really struck a chord with me, so I figured, why not? You sound interesting enough after all."

I raised an eyebrow, I take back what I said, I don't think I'm in love, I _know_ I'm in love. Damn, if only she was actually interested in Peter Parker.

"So you want me to tutor you?"

"Pretty much, yeah."

"Hm, well I don't really have much time," which was true, I had Colleen's classes, Baxter building stuff and being Spider-man to add into the mix. It would be difficult to include her into that but…I'm curious. She's made me curious and I want to learn more about this silver haired girl, "I can manage one hour after school. Sorry, but no more."

"Wow, so I'm only worth an hour of your time? You know half these boys would kill for a chance to spend time with me everyday."

"Yeah, well they aren't me, and I do have a life of my own you know."

"Like what?"

"A job."

"Oh, right, the mysterious job," she said sarcastically.

I blinked, "you think I'm lying?"

"Yes."

"Why would I lie about having a job?"

"Because you don't want people to know how lonely you really are?"

"Didn't you just say I didn't mind being alone?"

"Also said you wanted to blend in, give people no reason to suspect you."

I laughed, "okay, you got me there Felecia. But I am serious, I only have an hour to spend, sorry."

"It's fine, I don't think I can stand you for more than an hour away," she huffed munching on her vegetables.

"Well and the truth comes out at last," I snorted, "by the way you look like a cow if you keep munching on that leaf any longer."

She glared, if looks could kill I would be dead. She swallowed and sighed, "so Muscles, what else are you busy with that you can't spare time for friends?"

"Well let's see, my job mostly," I shrugged, "it's in Manhattan so it takes a long time for me to travel. I also go to…ah, well, self defence classes, so yeah, that."

"Self defense class," she raised an eyebrow, "who would be stupid enough to pick on little oh you?"

"Flash," I shrugged.

"Oh, right," she looked over my shoulder, "you mean the big blonde guy who's filling in the role of the average high school bully?"

I turned around and spotted Flash glaring me and MJ glaring at Felicia. The moment MJ noticed I was looking at her she turned away, while Flash just growled.

I snorted, "yeah that's him."

"Hm, looks like he has only two brain cells to spare."

"Maybe less," I shrugged.

"What type of martial arts are you learning?" she asked curiously.

"Kendo," I shrugged.

"You do know that's not actual self defence class right?" Felicia snorted, "it's just swinging a sword."

"Hey it's a lot more complicated than that, believe me." Plus I seem to recall I kicked your ass with it a couple of nights ago yeah?

"Okay, let's say you're in a fight and you don't have a sword. Wouldn't your skills be useless?"

"No, not at all, kendo isn't just wielding a sword, there are also other aspects to it. Plus I've just started learning hand to hand taijutsu so my classes aren't a complete waste of time," and considering just who my teacher was I wouldn't dismiss her style so quickly.

The silver haired girl shrugged, "you're wish, don't come crying to me if some punk with a knife shanks you."

"Hm, don't see see that happening," I finished my sandwich, "tell me Felecia, what type of martial arts to do you practise?"

She raised an eyebrow, "what makes you think I practise martial arts?"

"The fact that you sound like you know what you're talking about?" I raised an eyebrow.

She chuckled, "yeah, fine, no point denying it anyway. I practise judo and taekwondo," she shrugged.

"Well you certainly have the legs for taekwondo," I shrugged.

"Perv."

"Stalker."

"Weirdo."

"Same thing," I chuckled. We talked some more, she basically questioned me on everything, what I like, what I didn't, and I made sure to know just as much about her that she now knew about me.

Lunch was over too quickly for my liking. We said our goodbyes and went to our separate classes.

I was looking forward to the hour of tutoring I would spend with Felicia, I didn't bother paying attention during last period history. That is until my Spider sense went off and I ducked to the left to avoid a paper ball.

I turned around and saw MJ looking at me in surprise. But she quickly squashed her surprise and began writing something down in her book before showing it to me.

' _What's with you and Hardy?_ '

I rolled my eyes, I quickly wrote back a reply.

' _She wanted me to tutor her in physics after school._ '

MJ looked surprised.

' _Can I join? I need help as well._ '

' _I'll talk to Felicia and tell you, she did ask first._ '

' _Okay._ '

I was strange seeing MJ jealous, or at least I think it's jealousy I'm sensing, but I would be lying if I didn't feel happy. After all this was the first time someone was feeling jealous because of me, kind of a proud moment.

After class ended I meet up with Felicia outside the school where she took me to a coffee shop a block away. She greeted the owner with a smile and made light conversation with him before we sat down near the back away from everyone else.

"Been here often?" I asked her.

"Just once or twice," she shrugged, "mom knows the owner, kind of a family friend. I figured we can get some studying done here."

"You do know the library is open till 5 right?"

"I told you Muscles, I don't' want to be in that place more than I need to. Now, do you want something?"

I thanked her for the offer but declined. We got to work, I found out while Felicia was smart in her own way, physics was not her friend. It took a long time for me to explain the basics to her, but I think she understood it in the end.

I did find out something interesting though, when the barista lady came over with Felicia's order, her eyes were glued to woman's rear. Was Felicia Hardy in this world gay? No, not the way she was groping me earlier...hm, bi-sexual huh? She just gets hotter and hotter.

Soon the hour came to an end and I was actually ad to see her pack her things. As we left the coffee shop I decided to ask her about MJ.

"I told a friend of my mine I was going to tutor me today and she asked if she could join. Do you mind?"

"That depends, who is the friend?"

"Mary Jane."

"Ah, her, she likes you."

I shrugged, "maybe."

"You know?" Felicia looked surprised.

"Yup, what? Did you think you were the only observant person in the world?"

"No...so, what do you plan on doing?"

I shrugged, "I don't know. What makes you think I should do anything at all?"

"She likes you."

"And she hasn't told me or even asked me out. Before school started we were close, like really close. But then she became popular and I was pushed away. She's okay though, can't complain."

Felicia shrugged, "fine, you do whatever you want Muscles, I couldn't care less. But I need to pass my physics paper, so if you start spending my tutoring time making out with the redhead I swear I'll kick her ass."

I shrugged, "fine with me."

And with that we parted. I went to training with Colleen and then to the Baxter building for an hour or so before swinging into night as Spider-man. I arrived at home around 9 and pretended to go to bed.

When I was sure May and Ben wouldn't try and disturb me I snuck out in costume and continued my parole.

It was a long night filled with crime and terror. For now I was basically on damage control, stopping crimes from happening, but I knew the root of the problem still existed and until I could figure who I should hit next it would remain.

For the next week or so this was my schedule. I had school and then tutoring with Felicia and MJ. The redhead didn't like the platinum blonde much, but she didn't make the tutoring session any more difficult than it already was. In the end I actually managed to raise up the grades of both girls.

My time with the FF was always interesting. Most of the time I assisted Reed or Sue in one of their projects, I would give my advice or helped them out on their calculations. I was basically a temp with the added bonus of pay and time to do my own thing.

My first invention was something I'm actually quite proud off to be honest. Ben Grimm was actually the one who inspired me. He was trying to read the latest sports illustrated issue but kept dropping the tiny magazine due to his huge hands. He even got so frustrated he tore it by accident.

I honestly felt bad for the guy, there was so much about him that would make anyone feel suicidal, but he kept on going and for that I'm proud to call him my friend. But maybe there was something I could do to help.

So I got to work and invented the SA, or Scan and Adapt. It wasn't a groundbreaking feat of scien or anything like that. It was actually a very basic idea.

I made an elastic frame lined with intense image projectors that could serve to create a sheet of light that could work like a screen. It was a sort of pseudo-hologram, able to exist only within the frame itself, but it was exactly what I needed.

I then put two cameras on the back of the frame and worked on a very basic programing for the system. And when it was done I presented it to Ben.

It was Thursday night and the FF had gathered around their dining table for dinner. You will never believe what they were having. If you guessed pizza, you were right.

"We should really start cooking our own food," Sue said munching on a slice.

"Great idea sis, only one problem, none of us know how to cook," Johnny shrugged.

"Hm, maybe we should hire a maid?" Reed suggested, "so we have enough funds for that Sue?"

"No, we are barely making it as it is," Sue sighed, "if we don't' get a product we can market we might need to slim things down."

" **Are you planning on firing the kid?** " Ben asked as he used a wrench to pick up a slice before eating it.

"I hope not, but it just might come to that," Sue sighed.

"Where is Peter anyway?" Johnny asked, "I haven't seen him all day."

"He's working on a personal project," Reed explained, "he didn't tell me what though. I hope he isn't doing something stupid in there."

"Hey guys! Glad you're all here!" I ylled out charging into the den with a grin on my face.

"Hey Peter, care for a slice?" Johnny asked.

"Pizza? Again? You guys should really hire a chief or something, eating this much carbs might not be healthy," I warned, I loved pizza as much as the next guy, but there is something called too much of a good thing.

"Agreed, anyway where were you? Reed told you us were working on something?" Sue asked.

"Yeah I did!" I grinned as I held up a black frame the size of my palm, "ta-da!"

Johnny raised an eyebrow, "so ah, what does it do?"

"I'll show you," I quickly went to the living room and grabbed a TIMES magazine. I put the magazine on the table and held up the frame, "I call this the Scan and Adapt," I stretched the frame out to the three times it's size and placed it over the magazine and gave a command, "scan."

The frame turned alive as a blue screen appeared in the frame. Slowly an image of TIME magazine cover spread in the frame. I held the frame up and smiled, "ta-da!"

Reed raised an amused eyebrow, "and...the point is?"

I rolled my eyes, "the frame can expand to the size of a black board or shrink to the size of my palm. It scans documents and stores it away in your phone or whatever memory space you wish for. It can also quick scan, you just have to show a page for a fraction of a second for the SA to store its image away, here see."

I had Sue hold the frame up as I flipped the pages in the magazine one by one. In a minute I was done scanning the 100 or so pages in the magazine.

"Save scanned pages as TIMES issue October 2011," I spoke, a tick mark appeared on the screen. The images all complied themselves into a digital magazine which appeared in my library in the device.

"So...you basically created an advanced version of the Kindle?" Johnny asked unimpressed.

I grumbled, "no, I created a device that can compile and adapt books in seconds. And we can also use it as a smart board. It's like comparing you to a birthday candle Johnny."

"Okay okay, no need to get so defensive," Johnny held up his hands in surrender.

"It also has another purpose," my voice turned soft as I handed the extra large SA to Ben, "you don't have to worry about tearing any more book now Ben. It's very hard to break, and if you do it's not a problem, you can just adapt all the stored data into a new one."

Their faces were ones of shock when they realised what I was implying.

" **Y-you did this for me kid?** " Ben asked.

I nodded, "yeah, figured you're like was hard enough as it is. I realised I could help make it better. I know it's not much but-"

" **-Oh shut it kid,** " Ben got down and wrapped my in a hug, careful not to break my bones, " **thanks kid. Really, I owe you.** "

"Peter, that's amazing," Reed said in awe, "we didn't even...I didn't even realise what Ben's going through."

I shrugged, "you have your problems to worry about. You might not seem different like Ben does, but you all have your issues too right?"

"Alright, when did the fifteen year old become the most mature person in the group?" Sue asked with a chuckle.

"Maybe he always was," Reed got out of his chair and wrapped me up in a hug as well, "you're a good kid Peter."

"Thanks Strech," I smiled adapting Ben's nickname for the genius.

" **You know this is really amazing,** " Ben said swiping the screen to turn the pages in the digital magazine.

"We could probably patent it and sell the rights of production to Amazon or someone," Sue speculated, "we would have some issues though, with the likelihood of piracy so high. Maybe we should add a security system that prevents someone to exchange scanned data. It won't stop it completely, but it should be enough to stop any large complaints."

"Think we can make some money out of this?" Johnny asked.

"Oh most definitely," Susan grinned, "congrats Peter, you just saved your job."

"Wait what?!" I cried out, "what do you mean?!"

" **They were planning on firing you,** " Ben chuckled.

"Giant rock man says what now?!"

"We weren't planning on firing you, just thinking about it," Sue defended. My jaw was open in shock, "relax, I said you just saved yourself didn't I?"

I sighed, that was a long day. Sue took the SA to a couple of patent lawyers and managed to get the ball rolling on making some profit off of it. I was excited to finally have a patent to my name and some cash for the co-owning rights. Looks like it was my lucky day.

Sunday came too soon for me. I woke up late, I had been out all night fighting crime after all. I went down for breakfast and saw Ben sitting in front of the TV watching the NEWS. I was about to ignore him and leave but then I saw it;

 _Stark Expo to be opened to public on Friday!_

Today was the 30th of October, November would be starting soon and with it the events of Iron Man 2. I knew what was going to happen. And I knew I had to take full advantage of it. I had a plan for Justin Hammer, I need to make sure it happens.

* * *

 **Okay, what did you think? This is just a filler chapter true, but I did properly introduce Felicia, so enjoy.**


	7. The Rhino

Monday was the 31st, also known as Halloween. But to me it was just a normal day. I walked down for breakfast but was surprised to see Ben and May dressed up. May wore giant Minnie Mouse ears Peter had bought for her on their day in Disney world and Ben had a fake giant beard and a fake set of glasses with a giant nose on.

I blinked looking at them, "so...I'm guessing we're in the holiday spirit?"

"Peter? Why haven't you dressed up?!" May smiled, "it's Halloween young man!"

"Aunt May aren't I getting a little old for dressing up?" I asked as I sat down for breakfast.

"One is never too young to act their age my son," Ben said in a mystical voice.

I raised an eyebrow, "Gandalf?"

"No, just a smart ass," Ben grinned.

"But seriously Peter you loved dressing up for Halloween!" May exclaimed.

I nodded, "yeah, but...I mean...I don't even have a costume."

"Like that has ever stopped you from dressing up," Ben laughed, "I'm sure you can throw something together Peter, just use your imagination."

I shrugged, sure, I could do that….or….

I walked into school and head turned. I walked with a swagger in my step grinning under my mask as I saw people gasping in surprise. I wore a costume alright, my costume.

"Spider-man?!" Flash, dressed up in his own homemade Spiderman costume, gasped as I walked past him.

"Not quite," I chuckled as I pulled the mask off realing my smiling face to a very disappointed Flash, "like it? I made it myself."

"You don't deserve to wear that costume," Flash growled.

"Like I care what you think," I rolled my eyes walking past him.

"Spider-man is a hero Parker! He's brave and amazing, something you aren't and never will be!"

I raised an eyebrow, "damn Flash, since when did you start liking Spider-man?"

"Since ever," he growled as slowly people started to surround us, "he saved a friend of mine from getting mugged. There was a gang in my neighborhood that hurt people, he stopped them. He's a freaking hero Parker, you aren't."

I raised an eyebrow, Flash lived in the bad part of town? I never would have guessed. I shrugged, "you know Flash, for someone who admires a hero who doesn't like bullying, you sure do a great job in being one. Tell me, do you think Spider-man would like to have someone like you be his buddy?"

Flash paused as he started blush, "s-shut up Parker! You don't know shit!"

"Maybe, but atleast I'm honest with myself," I walked away leaving an embarrassed Flash behind.

School today was a little more interesting seeing people dressed up. I passed by a chemistry teacher dressed up as a water molecule, it was funny and creative. There was a guy who dressed up as a banana and another guy who dressed up as a monkey. They took one look at each other and smiled before the monkey started to chase the banana through school.

First period was history, one I shared with everyone else. I walked in and saw Liz was dressed as an angel with a little pair of wings and a fake halo on her head. MJ seemed to have planned out her costume with Liz as she wore a devil costume with a fake tail and red horns while Harry was dressed as a 80's bike gang member.

They all noticed me and blinked.

Harry looked me over, "woah, that's one cool costume, who is it?"

"Parker," Flash growled from the side. Guess he was still pissed at me calling him out.

I took off my mask and wave, "hey everyone. Nice costume Liz, I see it's opposite day as well."

"Shut it wimp," Liz shot back.

"You look good Peter," MJ spoke softly, blushing, why is she blushing? Oh well.

"Thanks MJ, you're one hot devil," I winked as I sat down in my seat. MJ blush was so red it matched her hair, but she quickly squashed it down, listening to her friend's bitch about me.

Felicia soon entered the room, took one look at me and stopped in her tracks. She blinked once, twice and then walked in sitting down next to me.

"No costume?" I asked.

"I'm too old to place dress up and pretend to be someone else," she replied back.

"I didn't expect the girl who went on and on about choosing to be a different person in life complain about wearing a costume."

She smirked, "Muscles, Felicia Hardy is my costume," she looked me over, "nice one. Did you make it yourself?"

"Yup. Like it? I tried to match the original as best I could."

"And you couldn't do anyone else but Spider-man?"

"Why don't like him?"

"He has… a special space in my heart," Felicia shrugged.

"You really should have dressed up Felicia," Harry said from behind, "you know, you would be perfect as the Black Cat!"

That grabbed both our attention. Felicia looked surprised, so I asked for her, "Black Cat? Who's that?"

"She's like this big time thief man!" Harry explained, "she like steals from the rich and stuff!"

"Yeah, and she like wears this sexy little outfit showing off her goods so that the people chasing her get's distracted!" Flash said with a pervy grin that Liz noticed and smacked him up the head for it.

"Yeah, and what's more she like had silver hair! You would be perfect for it Felicia!" Harry grinned at her.

"Sound's stupid," Felicia grumbled putting an end to the conversation. She then looked me over once more, "why don't you take off your jacket? It's warm enough right?"

I blinked, she was right, I was starting to feel a little warm, the school did have internal heating after all. I shrugged as I unzipped my jacket and pulled it off folding it over my arm rest.

Slowly, silence. I blinked looking around and realised everyone had stopped chatting and was now looking at me. I blinked and looked down, was there something on my shirt?

"That's why I call you Muscles," Felicia spoke out loud gaining everyone's attention. I looked at her, she was smirking as she stripped me with her eyes. Yup, she's definitely not gay.

I blinked, oh shit. I was wearing a muscle shirt underneath the jacket, like I usually do. So right now my spider powers enhanced body is being displayed to everyone in the class. My muscles had grown a little in size, but they were shredded and tight from constant use while I'm out fighting.

"You really shouldn't wear bulky clothes Muscles," Felicia said, her perverse smile still there, "it's a crime against humanity to keep that body hidden."

"Damn, I'll say," Zack, the few gay guys in school, whistled.

I blushed, I couldn't help but feel embarrassed. I glared at Felicia but the girl just laughed it off. She didn't even look sorry, bitch.

For the rest of the day I was constantly stared at by people. Mostly girls, though a few guys did look as well. I noticed MJ didn't really seem phased by this, she did after all see my topless before, but Liz looked like I had just broken her world.

Needless to say I couldn't wait for class to be over that day.

Felicia, MJ and I went into our regular coffee shop for out after school studies. We sat down and began to work, I was once again wearing my jacket and Felicia sighed heavily until I asked her what the matter was.

"Well, it's just so sad. My only piece of eye candy is gone," Felicia sighed, "that jacket deserves to be burnt."

I growled, "I hate you."

"No you don't."

"She's right though Peter, you really should wear less bulky clothes," MJ shrugged, "you have a great body, you should show it off."

"Hm, Red's right. Although I am curious, why weren't you shocked when the frog turned into a handsome price?"

MJ stammered, "n-no reason."

I chuckled, "that's because she already got a free show before."

"Hey! That was over a month ago!" MJ protested.

"Oh? Does that mean you want to take another peep Peepers?" I asked laughing hard.

Instead of looking embarrassed MJ gave a very saucy smile, "I wouldn't say no to that Tiger."

"Tiger?" Felicia whistled, "nice nick name, you know what, I like that, Tiger" she purred the 'R' seductively.

I raised an eyebrow, "you want a peek too?"

She shrugged, "I wouldn't mind."

"Well I'm not that kind of man young ladies," I huffed, "if you want some of this you best wine and dine me or no deal!"

"So all I need to do to make you put out is to take you out for dinner?" Felicia raised an eyebrow.

"Ah….I plead the fifth?"

MJ smirked, "alright, you're on."

I blinked, "say what now?"

"A date, let's go on a date, right now," she closed her books and packed them, "I'm not in the mood to study. So, what do you say? Lunch and then a movie?"

I didn't even have time to respond when Felicia spoke up, "so what, you're just going to leave me behind and go off on your own?"

"Do you plan on coming with?" MJ asked.

"You know what, yeah, I'm coming with you," Felicia smiled, "you're not getting rid of me that easily."

"I-I," I gaped like a fish, "do I get a say in this?!"

"No," Felicia smirked, "now pack up Tiger. I'm hungry for some Italian."

"Oh I know a place down the road, best pasta I have ever had," MJ said as she grabbed my bag and Felicia dragged me outside the coffee shop.

"Hm, sounds good, lead the way."

I blinked as I was dragged along. I'm either the luckiest guy in the world or the unluckiest.

We walked to the restaurant and got a table for three by the street window. I blinked looking at the menu, it wasn't expensive, but it would end up putting a dent in my wallet. I hadn't gotten my first month's salary from the FF yet, so I had to keep everything limited, but I suppose a date with two beautiful women counted as a reasonable expense.

We quickly placed our orders, I sighed as I leaned back on my chair, "so, why did you want to go out for lunch?"

"I just felt like it," MJ shrugged, "besides, you said you wouldn't give me a look unless I took you out on a date, so here we are."

"You know you act differently when you're not with your entourage Red," Felicia commented.

MJ shrugged, "what do you mean?"

"You're not a stuck up bitch."

"W-well, I suppose," MJ didn't really know what to say.

"She's actually always like this," I told the platinum blonde, "it's only with those idiots does she act different."

"Peter that's rude," MJ huffed.

"What? They are idiots," I shrugged, "Liz is a drama queen, Flash is a hypocrite and Harry...well, you already know how he reacts when people don't do what he asks."

MJ sighed sadly, "yeah, you're right about Harry, but Liz and Flash are better than they seem Peter, trust me."

I shrugged, "we'll see."

"My my, all this teenage drama, I'm so happy I get to be a part of this," Felicia said rolling her eyes.

"Why don't you tell us a little bit about yourself Felicia?" I asked, "I mean, I don't actually know anything about you."

She raised a single eyebrow, "like what?"

"Do you like milk chocolate or dark chocolate?"

"Milk."

"Pepsi or Coke?"

"Coke."

"Scooby or Shaggy?"

"...who?"

"You know? From Scooby-doo? The kids show?"

"Oh, sorry no, I don't do kids shows."

"So what did you do when you were a kid?" MJ asked.

"Stuff."

"Like?" the red head seemed curious.

"Well...gymnastics for one."

"You're a gymnast?" MJ asked surprised.

"She does have the legs for it," I snorted. MJ glared at me while Felicia just smiled.

"Why Tiger, I never knew you were so bold," Felicia smirked, "didn't I tell you to stop perving on me?"

"I will when you stop stripping me with your eyes," I shrugged.

"You both are incorrigible," MJ sighed.

"Oh, is the little red head feeling left out?" Felicia chuckled, "don't worry, I'm sure we'll have more than enough time for you later."

"I hate you," MJ growled.

"No you don't," Felicia sang like a melody as she quietly checked out MJ's ass. MJ didn't notice it, but I did, Felicia definitely liked girls.

The date was weirdest one I have ever been on and the first one Peter Parker has ever been on. Well I suppose it wasn't really a date, more like an excuse to hang out. Felicia kept teasing MJ and I while we did our best to get her back, unfortunately the cat was too quick to catch off gaurd.

We finished lunch, I payed for half the meal while Felicia and MJ covered the rest. We then decided to go watch a movie, but one look at my watch and I realised I was late.

"Have somewhere you have to be Tiger?" Felicia asked as we walked down the road.

"Yeah, my self defense class is going to start soon," I replied with a shrug.

"You're taking self defense classes?" MJ asked in surprise.

"Yup," I nodded.

"Well well well, looks like the best friend next door doesn't know everything after all," Felicia smirked as MJ blushed.

"S-sorry," MJ apologized.

"Don't be, you were busy, I understand, it's fine," I shrugged.

MJ looked released but Felicia just chuckled, "oh no, 'it's fine', you're really in trouble now."

"What do you mean?" MJ asked.

"When a guy says it's fine or don't worry about it, it actually means he's going to fucking lose his patients and wants you to shut up or get lost. It's basically their version of...well I suppose women says 'it's fine' as well with the same meaning behind it."

I blinked, "huh, I never thought of it that way."

"Wait it's true?!" MJ shirked, "so all those times you said 'it's fine' or 'don't worry about it', you were actually pissed?!"

"Well...not all the time," I shrugged, "sometimes I really just didn't care."

"Oh my God," MJ bleached, "I've been a horrible friend."

"Hey don't worry about it, it's fine-I mean...you can always do better later," I shrugged.

"You mean that?"

"I don't see why not," I shrugged, "anyway Felicia, tell me, why exactly are you so determined to make-"

A police siren cut me off. I turned as saw a large 16 wheeler truck off in the distance take a turn into the 278 Highway with four police cruisers going after it in full speed. I felt something off, it was like there was going to be dangerous...I needed to help.

I turned to the two beautiful girls I was with and sighed. I understand why Peter sometimes wished he could stop being a fucking hero all the time.

"Sorry ladies, but I need to cut this date short," I said, "I really do need to go to my classes, I'll see you both tomorrow?"

"Wait, you're seriously just going to leave?" Felicia asked surprised.

"Yeah, my sensei is kind of a hard ass when it comes to discipline, don't want to piss her off," I lied.

"Well, okay I suppose," MJ didn't really feel like objecting.

"You do realise you're standing up two beautiful women right?" Felicia raised an eyebrow.

"Yeah, and trust me, I feel horrible," I sighed walking away, "I'll make it up to you both, I promise!"

"Bite me Parker!"

"Sure! Anything you want!" I smiled back before running off. I ran a block away, after making sure they weren't in sight I ran into an alley way and took out my mask. One great thing about Halloween? I was already in costume.

I put on my mask and web shooters, sticking my school backpack onto the wall with webbing. I jumped up and landed on the side of the building, crawling to the top. I jumped off the side and swung away towards the highway.

I quickly spotted the truck on the highway, it was going towards a tunnel. I swung towards the other side and waited for it to arrive. The moment it did I jumped on and clung to the sides with vigor, holding on for dear life as the truck's horn deafened my hearing.

'What is in this thing?!' I asked myself as I crawled slowly to the side, doing my best to not slip off. I could hear the police sirens in the back, and suddenly there was a loud horn, I snapped my head forward and saw the truck ram into a car throwing off to the side.

My eyes widened in horror, the man in the car was definitely dead, I swear I saw blood. I need to stop this guy, now!

I crawled to the driver's seat and looked inside seeing the driver holding his side as it bleed out into his hands.

I knocked on the door, the man turned and a threw a punch, shattering the glass and clocking him cross the jaw.

His hands feel of the wheel and I grabbed it, holding it steady with one hand as I pushed the driver off the seat with my other. I crawled in through the broken window and put my foot on the brake, slowly bringing the truck to a halt on the middle of the Highway.

I put the handbrake, took out the keys and snapped them in half to make sure they could never be used again. I turned to the unconscious driver and sighed, throwing him over my shoulder I jumped out of the trunk and walked out.

The police cars were stopped behind the car, the officers spotted me and quickly drew their weapons, "stop! Don't move or we will shoot!"

"Relax, I'm one of the good guys," I called out, "this guy's the driver, he's bleeding, will probably need medical attention and fast."

The officers blinked in surprise as they noticed the man I was carrying. A man with blonde hair and a greying jacket stepped forward, "everyone lower your guns, there's no reason to get an itchy trigger finger."

The policemen looked conflicted but slowly did so. I sighed, "thanks. I'm assuming you're in charge?"

The blonde man nodded, "yes, I'm captain Stacy and you're Spider-man yes?"

I paused, Stacy? As in Gwen Stacy's dad? Honestly I'm no longer surprised. But if he's here then where is...later, I'll deal with that later.

"Spider-man?" Stacy asked once more, raising an eyebrow at my silence.

"R-right, sorry, you remind me of someone I used to know," I told him, "this guy need help, fast."

"The ambulance will take too long, Rogers, St. Matthews is right around the corner, drop him off and get back her," Stacy ordered one of his men.

I gave the injured driver to an officer who struggled to lift the large man's weight, but eventually managed to put him in the back of his cruiser before speeding off.

"What happened here?" I asked turning to the captain, "where did they steal this thing?"

"I don't have to tell you that," Stacy shot back, "I appreciate what you're trying to do kid, but this is police business, you have no place in it."

"Right…." I blinked, I looked at them, they didn't look happy. I sighed, "fine, if you ever need me, shine a Spider in the sky or something."

I moved to leave when suddenly the truck started to shake. I stopped and every cop there drew their weapon. The truck's trailer began to shake from side to side and suddenly;

DUN!

I saw a giant hole imprinted onto the trailer's door from the inside.

DUN!

I gasped, something was coming, and fast. I spun my webs, creating several concrete hard lines from the light posts on either sides of of the highway. I really hoped that can be use some time.

"Everybody get down!" I yelled as suddenly;

DUN!

The doors were thrown off their hinges and flew over our head. My eyes widened in horror as a giant walking tank jumped down from the trailer, cracking the road. It was huge and grey, layered with tank armour, twin machine guns attached to it's side, a missile launcher on it's back and a horn the size of a man on it's semi-humanoid body.

I realised who this was, 'The Rhino,' one of Peter's most popular foes. It looked the version seen in Amazing Spider-man and on it' side I saw 'HammerTech' spray painted in bold white letters.

"Fuck me," I gasped seeing the size of it.

I heard it's mechanics whir into life as it turned towards me. The cockpit of the machine opened up revealing a butch looking man with a flat face, grinning like a madman. "I am the Rhino! Don't get in my way!"

He got on all fours, the machine calibrating itself. He then kicked off, charging forward. I saw Stacy freeze in shock as Rhino charged right at him.

"Look out!" I yelled webbing Stacy and pulling him out of the way just in time as the Rhino tore through the police cruisers. I turned to Stacy, on his back, "are you okay?"

"Y-yes, thank you," he muttered.

"No problem," I looked around, no one else seemed injured. I saw the Rhino jump lanes, landing on the other side of the highway with a crash so loud I was afraid the highway was going to break down. It looks like he was trying to escape, damn him.

I ran forward and jumped up onto a lamp post, I threw two web line and snagged them around the Rhino's torso, suddenly I went flying forward as the Rhino jumped off the highway and into the streets below.

'I need to stop him!' I pulled myself forward on the web line as he charged into the busy traffic filled street. People yelled in fear as they jumped out of their cars and ran as the Rhino tossed them aside with his horn.

"Hey grey boy!" I yelled, but he didn't respond, couldn't he hear me? I landed on his back and crawled towards the cockpit knocking on the glass, "hello? Anyone there?"

"Get off!" Rhino roared.

"Sorry, can't do that," I covered the glass with webbing in hopes of blinding him.

"Foolish boy, I can still see!" He laughed, shaking his head, luckily I held on tight.

'He must have cameras,' I realised, looking around for a camera and spotted three. One below the horn and two on his shoulders'. I quickly fried off three globs of webbing and covered them up.

"What did you do?!" Rhio roared

"Just a little something I whipped up," I adjusted my webbing to its hardest setting and crawled to it's under belly, launching them at his legs, pinning the armour to the road. It tried to move, but the surprising resistance and the forward movement caused him to trip and fall down.

I jumped away, quickly covering his arms and wrists with webbing and just to be safe I also covered his gun nozzle and missiles as well. Time to finish this. I grabbed a sewer lid with my webbing and pulled it forward. I held it over my head and brought it down hard like a guillotine over the glass.

"Stop it!" he roared, "you're destroying everything!"

"Not everything, just the suit," I growled as I brought it down again and again. The sewer lid was slowly bent inwards, but I could see cracks growing on the glass, it was tough, but soon it shattered.

"AH!" the man cried out, I think he got some glass in his eyes. I reached in and felt for a manual override, for a system like this there would have to be one in case the pilot got stuck inside. Finding a lever I pulled it on the back of the armour hissed opening up to reveal the leather coat wearing criminal inside.

I grabbed him and pulled him out. I was right, the shattered glass had cut his cheek. I looked him over and growled, "who the hell payed you?"

"I-I don't know what you mean!"

"You're not smart enough to steal tech like this, let alone use it. Who. Payed. YOU?!"

"I-I don't know! I swear!" the man cried out.

"You see this?" I pointed at the sewer cover now bent in half and the shattered Rhino armour, "that glass is supposed to handle a missile fire. I broke it and a bent sewer cower in half while doing so. What do you think I can do to you if I tried?"

"I don't know! Please don't hurt me! I didn't' do anything!"

"You didn't do anything?!" I roared turning him around, "look at what you did! Look at the people you hurt!"

A block of the city roads were destroyed. Car flipped over, people hurt, I wanted to help, but this man came first.

"I-I'm sorry! I didn't mean-"

"I'm giving you one chance, tell me everything, or I will make sure that every person here who you hurt will get a pound of your flesh to hang on their wall. And if I run out I'll use your bones."

"H-his name was Gentle, that's all I know! He told me his client wanted to hire me and my guys to steal a few things! He gave me everything! Cash, the truck, everything! He's the guy you want!"

I narrowed my eyes, "who hired him?"

"He didn't say! He just told me the guy was powerful and smart! He got us things we have never even seen before! Tech so advanced it was like we were dealing with alien shit!"

I narrowed my eyes, "where is it now?"

"In out hideout! I swear that's all I know! Please don't hurt me!"

I growled, "give me a location," he blabbered it out. I grabbed him by the collar and threw him into the air. I waited until the last moment to catch him with my webbing and strick him up like a fly caught in a spider's web.

I quickly got of the Rhino armour and ran to the injured people.

"It hurts!" a man pinned under a car cried out as people tried to lift it off him.

"Here let me," I walked up to them and grabbed the car and lifted with my legs, "pull him out! Quick!"

"Grab him!" Someone said as the people pulled the pinned man out.

I dropped the car with a huff, the man said his thanks, but I didn't respond, already on my way to another crisis.

A car had been flipped over and set on fire. It looked like it was about to explode and people couldn't get near it to save the unconscious people trapped inside. I quickly threw my webs onto the flame suffocating it. I then grabbed the car doors and ripped it off it's hinges, grabbing the mother and son and pulling them to safety.

It was longer to clean up the mess Rhino made than to actually stop him. It was so much easier to break than fix, people were hurt, the fight lasted for only a minute or so but so many people were hurt.

I did what I could, used my webbing to stop people from bleeding out, swung the really hurt ones to the nearest hospital, so on and so forth.

I noticed several Ambulances had arrived, but I didn't' stop. There were still people to save. It took nearly an hour for everything to be handles properly. I helped where I could and soon I realised people were staring at me. They were snapping pictures, whispering. I even saw a few news stations pointing their cameras at me.

"Spidey! Can we have a word?!" a news reporter asked.

"Sorry, no time," I told her, swinging away quickly. I quickly grabbed my school bag and swung my way towards Manhattan, their hideout was there. I found it quickly, found it hidden away in one corner, but it was easy to spot if you knew what to look for.

I snuck in through the window and crawled in. It looked like a gang of raccoons lived here, covered with trash and pornos. I moved past all that though and looked inside, finding a room that was cleaner than the rest.

It had a board with details of the heist put up. The truck to be used, what was to be stolen, the time and location of when to best make the heist. Everything. Sadly though didn't tell me why they suit was being stolen or for who.

I took out a mini SA out of my pocket and enlarged it to scan the entire board in one go. Never know when these things might be useful. I then looked around and found a table filled with the most advanced weaponry I have ever seen.

Night vision goggles, stun guns and sub-machine guns. Magnetic shoes, laser cutters, there was even a decoder box, something used to open high end safes. I figured the thieves had moe tools on hand and these were just the ones they didn't use.

I grabbed the night vision goggles and the decoder box, I can use the former when I'm going out in the dark and the latter could provide me with a clue.

Sneaking out the way I came in I swung towards the Baxter building and quickly went into my lab. I put the goggles aside and began to experiment on the decoder box, trying to figure out it's programing and what made it tick.

Just then Reed walked up in, he was surprised I was in costume but didn't comment on it. He looked at my table and blinked, "is that a decoder?"

I whistled, "you figured that out with one look?"

"Yes, what are you doing with it?" Reed asked.

"Did you see the NEWS?"

"You mean you taking on that armoured thief? Yes, I saw it. Sue was worried sick to be honest, Johnny however didn't seem to care, said you knew what you were doing. It looks impressive, I would love to get a good look at that thing. It's hydraulics are amazing, to allow something that heavy to jump so high? They're probably suing some sort of superposition liquid to…." I stared at him blankly, he blushed and rubbed his neck, "sorry for nerding out there."

"Relax, I'm a nerd too in case you didn't notice," I smiled back, "but yeah, the operator told me he was hired by someone. I found his hide out and took this," I tapped the decoder, "apparently his employer gave it to them to use. I'm trying to see if I can find a clue about it's production, something like this, bound to be expensive and noticeable."

Reed hummed as he looked it over. I had taken it apart, he quickly put it back together and connected it to my desktop computer. He quickly accessed the root system and sorted out through tens of gigabytes, finally arriving at the factory production details.

We skimmed through the basic details when Reed spotted it, "there," he pointed on the screen stopping the flow of data.

My eyes went wide, "holy shit." Staring at m in green letters were words I hoped I wouldn't see.

 _Oscorp Industries_

"Fucking hell," I hissed, "not him."

"Oscorp huh, I didn't peg Norman Osborn for corporate espionage," Reed humned.

"What do you mean?"

"That suit they stole? It was Hammer's response to Stark's Ironman suit. Needless to say it wasn't anything great, but nobody knew that. Now since it's been exposed and stopped by some kid that shoots webs, the value for it to be a weapon of war just went down the drains. Hammer's stock is falling as we speak. If Osborn did do this then...well, I suppose it's because he wanted to shame Hammer."

I blinked, "that makes sense, but without proof I can't do anything," I hummed, "but why? What does he gain? Are Oscorp and Hammer Industries completing over some kind of military contract?"

"I don't know," Reed shrugged, "if they are they it's not public knowledge. But ever since Tony Stark became Iron Man there has been a race in arms, people want the suit, heck the congressional meeting in Washington scheduled for a few days from now addresses directly that. Companies want the latest toys and if they think someone is going to get it first you can be sure as hell they'll do anything to stop them."

I groaned, it made sense. Only question is, if Hammer was making the Rhino armour, what was Oscorp making? Flashes of a green suit and a glider flashed in my head, I really, really hope this doesn't mean Norman's going to go green any time soon.

I worked in the lab a little while longer before going home for the night. The next day at school Spider-man was once again the talk of the school.

I sat down in my history class and noticed a few kids looking over Flash's shoulder at a video showing me fighting the Rhino. Flash cheered as I broke the cockpit open pulling the man out.

"That's how it's done! You see that! That's a hero right there! He took him out in under a minute!" Flash cheered.

"Yeah, he's pretty cool," Harry admitted with a grin.

"He like broke into that guy's cage and threw him out! Did you see the way he like pinned that thing to the ground?!" Flash sound ecstatic, I smiled, nice to know I have such a loyal fan. I took my seat and Flash quickly spotted me.

"Hey Parker! You see this? This is what a real hero looks like!" Flash called out.

I rolled my eyes, "yeah Flash, I know."

"Do you think he can take on Iron Man?" Harry asked, "he probably could right?"

"I don't think so," Kong shrugged.

"Are you stupid! Of course he can!" Flash yelled out, "he's the coolest guy ever!"

"No, he can't, he won't a second against Stark," Felicia spoke out, I looked at her and gave her a smile, one she returned with a grin.

"You're crazy Felicia, of course he can!" Flash yelled out, "Iron Man's cool and all, but take that off and what is he?"

"Genius, billionaire, playboy, philanthropist," I spoke the iconic Avenger line without thinking. It just felt so natural.

"Shut up Parker," Flash growled, "he's a goddamn hero. Look at this! Tell me this doesn't make him a hero!" Flash shoved the video into my face, "he took that guy down in seconds!"

I shrugged, "impressive, but that doesn't make him a hero Flash."

"What?!"

"Peter you literally dressed up like him yesterday," Harry looked confused, "and now you're saying he isn't a hero?"

"I never said he wasn't a hero, I just said stopping that thing doesn't make him one," I grabbed the phone and played the video past me fighting Rhino, to when I began helping the injured people, "he fought that thing for what? A minute? That's great and all, but look at this, really look."

The class watched the video of me helping people out, lighting the car and then moving on to pull people out of a burning car.

"You see this? He did this for over an hour. He saved so many lives. This is why he's a hero, not the bing flashy stunts, any glory loving idiot can do that. But this? This is Spider-man and this is why he's a hero."

I tossed flash his phone and turned away. The others quickly went back into their own corners while Flash just stared at his phone in deep thought.

"That's pretty mature of you Tiger," Felicia purred.

I rolled my eyes, "I think I prefer Muscles."

"No, Tiger is a much better nickname. I really need to thank Red for it," she turned around to spot MJ gossiping with Liz, "when she stops acting like we don't exist."

I shrugged, "visa vi, that is life. Sorry about yesterday, I didn't mean to cut our date short."

"It wasn't really a date, you do know that right?" Felicia smile.

"Maybe one day it can be a real one then," I smiled as we got settled for class.

The week was a slow one, I mostly spent my time dealing with homework and bad guys on the street. A couple of times I help swing injured people to the hospital if the ambulance couldn't get there on time. I took extra care with people like that, often times not even swinging on my webs.

And on Friday I sat down with Ben and May and watched the Stark Expo Live. The camera faced the stage and I saw the roof open up and Tony land in the center in full gear. He smiled, gave his speech, made his jokes.

And just like that, Iron Man 2 had begun.

* * *

 **Hey guys, I need ideas for story points, I have around 20 chapters planned out in advanced, ending near the Avengers story, but after that I'm drawing up a blank, so please suggest some ideas.**


	8. Making it to the Big Time

Monaco happened on Sunday. I saw Whiplash take on Tony and get knocked out. And I heard about the killer birthday party he threw for himself, even though it wasn't actually his birthday. He acted like a man who had a few days to live, since he didn't know otherwise.

On Monday my homeroom told us the entire class would be going to the Stark expo on Friday for a field trip. Everyone was happy, me? I knew I was fucked.

That entire school week I was a wreck. I spent most of my time in the Baxter building creating weapons I could use to subdue the drone army that I knew was going to be unleashed upon the people.

I created a EMP gun so powerful it could fire their systems, a new batch of concrete webbing twice as strong as my last batch and just in case I also had Johnny on Speed dial. He didn't know why, but promised to come if I really needed him.

On Friday I came to school wearing my black muscle shirt and tights under my normal high school attire. I had my Spider-man jacket and web shooters inside a hidden compartment in my bag, just in case.

Class went by as usual, and after school ended we all gathered into a school bus with Mr. Dunkan, our English teacher, to set off for the expo.

I sat next to Felicia, she looked at me and huffed, "nervous?"

"Yes," I didn't bother denying it, she was much to observant for that.

"Why?"

"Because It's a _Stark_ expo. Have you seen what's happened to him lately? The guys out of hand. I wouldn't be surprised if by the end of the day the suits of armour became sentient and started attacking everyone."

"Damn Parker that's dark," Flash laughed, "and you said you weren't funny. There's no way that can happen!"

I rolled my eyes, "better safe than sorry Flash." I felt my back pack, the weapons I made were there. Sue was really concerned I was using Baxter time to make weapons, but after explained to her what I was afraid off she was more understanding, though a little concerned about my paranoia.

We reached the expo and got off. We got a guide to take up through the expo, each room at a time. And then we got to the main attraction. An exclusive press release by Hammer Tech in the Stark Expo main auditorium.

We were seated near the back with the VIP's taking up the front few rows. I could almost feel the trap being laid out. I can imagine the drones coming out of the stage and killing so many people. I needed to do something.

I got up from my seat and tried to sneak away.

"Yo Parker! Where do you think you're going?" Flash asked drawing everyone's attention to me.

"Bathroom," I replied.

"What? Hell no man, sit down!"

"Do you want me to pee myself Flash?" I asked not bothering about the embarrassing notions the line carried.

"I-ah," Flash stammeered.

"Peter I really must insist you sit down, this is a very exclusive event I don't think they'll even allow you to leave," the teacher told me as slowly I was forced to sit down.

"You aren't' actually going to piss yourself are you?" Felecia asked.

"No," I grumbled.

MJ sat down besides me, "hey, are you okay? You really don't sound too good."

"I'm fine, just nerves I guess," I shrugged.

"Alright...if you're sure."

Soon the event began with Justice Hammer taking center stage. He gave a long winded speech about how his dick was bigger than Tony's or something like that. And then, he introduced them, the Hammer Drones.

Army, Navy, Airforce and Marines, each unit had eight drones. And then he brought out the War Machine unit. Everyone cheered at the patriotic activities, everyone, except me.

And then suddenly, Iron man came flying in and people lost their shit. They cheered for him, Tony was whispering something to Rhodes and suddenly all hell broke lose.

Tony took to the skies and the air force drones along with the War Machine unit followed him. The glass ceiling shattered raining glass on everyone.

"Get down!" I yelled as I grabbed Felecia and MJ and pushed them down, covering them with my back. The glass rained down hard, I could hear people yelling pain. Luckily for me, my bag took the sharp edges into it's stuffing.

I got up and saw the rest of the drones slowly make their way down the platform and into the crowd. They didn't seem to be focused on killing people, that was good. But in their fight with Tony people are bound to get hurt.

I looked around, "is everyone alright?!"

"I-I think so," Harry whispered.

"Mr. Dunkan is hurt!" someone cried out.

I cursed, out teacher had gotten a shard of glass stuck into his back, he was on the ground withering in pain. Liz was by his side holding him, tears running down her face.

"What happened?" MJ was horrified.

"He tried to shield me!" Liz was crying, "he saved me!"

They looked borken, horredied even. But now wasn't the time for this, I knew that. I turned to Flash, "Flash, carry him."

"What?" he asked shocked.

"We need to get out of here, the drones are coming right at us!" I pointed to the marching army of drones. People were already running away screaming, "carry him on your back, now!"

"But I-"

"-Flash! Please!" Liz begged.

"Of course!" he nodded as we carefully put him on Flash's back. I looked around, Tony was flying through the air, the drones following him.

"We need to hide, anywhere but outside, the drones are after Iron man, not us," I told them, "we move out and run away from the expo, got it?!"

"Yeah," Harry agreed. As one we all took off, rushing out into the open air.

I grabbed my phone and speed dials Johnny. In two rings he picked up, "hello, what's up?"

"I need you, now!"

"Dude, I appreciate that, but I'm not-"

"-Not the time Johnny! People are dying out here! I need you to flame up and get down to the Stark expo now! Bring the others if you can but don't let the slow you down! Quickly Johnny!"

"Right!" Johnny hung up, I prayed my friend would get here on time.

"Who was that?" Felicia asked as we ran down a flight of stairs.

"Back up," I whispered. I searched for a place to change, this was the perfect time to slip away and try and stop these things. But drone weren't my specialty, I couldn't break them before they riddled me with bullets. Sadly Spider-man can't help now.

Suddenly a drone came flying out of the sky and landed in a ball of metal before us. The girls screamed as everyone jumped away. I stared at it, the arms were ripped apart, the wiring came undo and the internal working were seen clear as day. I quickly got an idea.

I ran to the drone and grabbed its arm, ripping it free from the rest of it.

"Peter! What are you doing?!" MJ cried out.

"Trying to save us," I told her as I analyzed the firing system and found the ones that dealt with firing the machine gun attached to it's arm. I grinned, "perfect."

"Parker! Get back!" Harry cried out as a drone landed next to me. I moved, lifting the broken arm I had on hand and pointed its gun at the drone, I hotwired the system causing the machine gun to automatically fire, ripping the drone to shreds in seconds.

Finally there was nothing left, the drone fell back, it's head ripped clean off. I panted, throwing the now useless arm aside before walking back to the the teenager staring at me, "let's go."

They nodded as began to run away. More drones came out of the auditorium. They launched missiles at Tony, most however failed to reach him, instead falling down into the crowded people covered street.

"We have to stay away from them! Move to the sides!" I yelled out. They listened and ran. But suddenly another squad of drones came out and intercepted us, standing before us like guards.

My eyes widened as they looked down and the whirling of guns being loaded as heard. I opened my bag ready to pull out my web shooters, damn the consequences, when suddenly the drones were bathed in orange flames.

"Heya Pete! Sorry I'm late!" Johnny called out as he flew over the drones lighting them all up.

I looked up and grinned, "not a problem Johnny, light these tin cans up!"

"You got it!" Johnny grinned maniacally as he melted the metal on the drones body, reducing them into liquid goo.

I turned to Johnny, "Sue and the others?"

"Are coming, but I won't hold my breath. I'm the only one who can fly and Ben doesn't fit in a car."

"Fine, these guys are trying to get Stark but keep missing, their missiles hit the civilians instead. Think you can blow them up before the hit the ground?"

"No idea, it'll be fun finding out!" Johnny called out before flying off.

I turned to my school mates and found them once again gaping at me. "What?" I lifted an eyebrow.

"Dude! That was Johnny Storm!" Flash exclaimed.

"Yes, and?"

"You know Johnny Storm?!"

I shrugged, "he's a friend from work, now do you want to keep talking, or do you want to save Mr. Dunkan life?"

Flash gulped and quickly nodded. We ran around the melted drones towards the parking lot. People were rushing out of the expo, we were lucky to find out bus quickly.

"So, you work with the Fantastic Four?" Felicia asked as we ran.

"Not with, for," I replied, "and yeah, I do."

"So that's the mysterious job you keep telling us about," Felecia realised.

"Yup, so you get why I don't advertise it."

We got into the bus and quickly put Mr. Dunkan down near the back with Liz to watch over him. We got the driver to start the bus, but before we could start a drone came flying down from the sky, landing right in front of us.

People were yelling in fear as the drone stood up and looked at us.

"Move!" I yelled at the driver, going up to him and pressing down on the gas. The bus roared alive and charged at the drone, pinning him down to the ground as it began firing bullets out of it's machine gun.

"Don't stop!" I yelled at the driver. I opened the door and reached into my grab taking out the EMP gun I built.

The drone eventually managed to grab the bus by the bumper and shove it to the side. The bus skidded and I quickly jumped out and rolled away.

The drone stood up and leveled it's guns once again at the bus, I ran up to it just as it took aim. I leveled the gun at it's head, "hey tin man," it stopped and turned at me, "die."

I squeezed the trigger causing a pulse of electrical energy to it's system short circuiting it from the inside out. It started to jerk it's limbs before suddenly dropping like a sack of potatoes. I was panting hard, I put the gun away and spat on the ground, "fuckign robotic peice of shit."

I got back on the bus and looked around, "is everyone okay?"

They were staring, again, I really didn't like this staring thing, didn't they have anything better to do?

"Y-yeah, we're fine," Harry squeaked out.

"Alright," I nodded turning to the driver, "please get us out of this fucked up place."

"Sure thing boss," he nodded driving off into the road. As we left I saw the drone I left behind explode into a giant fireball. Everyone gasped as we watched the Stark Expo turn into a visual representation of hell.

I prayed that everyone in there was alright. I was really regretting not being able to be there as Spider-man, but I knew Johnny and the others could handle it just fine on their own.

"I don't know about you guys, but I'm never going on another field trip again," I chuckled. They all looked at me like I was mad, "what? Bad time?"

Felecia got up, "you noble bastard," she jumped on me, acting on instinct I caught her by hips as her lips suddenly locked themselves over mine. Her fingers ran down my hair and her legs locked around me.

I was beyond surprised but shrugged it off, wrapping my arms around her, pushing into her lips. She moaned, licking my lips to gain entry, attacking every corner of my mouth she could.

"Damn," I heard Flash whisper.

Finally she broke the kiss and pulled back, a line of saliva bridging the distance between our lips. She was panting, emerald eyes looking deeply into my own, "damn."

I agreed, "damn."

"You're a good kisser."

"Thanks."

"Want to do it again?"

I nodded, "oh God yes," I initiated it this time, holding her up with one hand while the other ran through her hair. I think everyone there was looking at us, but I honestly couldn't care less. She tasted like vanilla, I like vanilla.

We drove to the hospital and got Mr. Dunkan into the ER immediately. We were then all brought back to the school where we were surprised to find out families waiting for us.

Everyone got down and quickly ran to them. I was the last and immediately I spotted May and Ben.

"Oh Peter!" May cried out grabbing me into a tight hug, "are you okay? Did you get hurt? Did anything happen?"

"I'm fine aunt May, I promise, everything's fine," I assured her with a smile.

"You sure Pete?" Ben asked.

I nodded, "yeah. We all got out safe. Only Mr. Dunkan got hurt trying to save Liz's life. Guess field trips and I don't get along huh?"

"Peter! How can you make jokes about this?" May gasped.

Ben smiled, "let him be May, you know that's how some people process things." May sighed but nodded.

"Let's go home," May sighed pleadingly.

I nodded, I looked up at the sky and saw a fireball heading right for me. "Actually, could you wait for a second? I need to talk to someone."

"What? Who?" Ben asked.

Slowly everyone turned and watched Johnny fly down and before me. He grinned, "hey, glad you're okay."

"Thanks, how's the expo? How many people got hurt?" I asked ignoring the people staring at me.

"Not many, I think maybe one or two got hit really bad by the drones self destructing, but Ben managed to save them from the worst of it by shielding them."

"The others reached on time?" I was surprised.

"Yup. Sue and Reed managed to stop the whole place from blowing up, I think they got like 50% of the drones offline before they exploded."

"Good, that's good," I nodded, I looked behind me, Ben and May were staring, I smiled, "Johnny, this is my Uncle Ben and my Aunt May. Guys, this is Johnny Storm, part of the Fantastic Four, he's a friend."

Johnny waved, "heya Aunt May, Uncle Ben! Nice to see you! Peter's told me a lot about you! You guys should really stop by sometime! We would love to have you over!"

"Y-yes, thank you," Ben responded while May couldn't bring herself to say anything.

Johnny nodded before turning to me, "anyway I just came to see if you made it alright. I have to go back and help with the clean up."

"Can I do anything?" I asked automatically.

"Yeah sure, we could always-"

"-No, I don't think it's a good thing Peter," May said in a quiet voice, "that's enough for today, let the police handle it."

"But-" I wanted to argue, but one look at Ben and I decided against it, "right sorry."

Johnny chuckled, "well then I'll see you on Monday Pete, take care!" He then flamed on and took off into the air.

I sighed and turned to my uncle and aunt. We moved to leave when Anna and MJ came up to us.

"Anna dear," May smiled, "I'm glad to see Mary Jane's alright."

"Yes she is, thank you for taking me with you, it would have taken much longer if I had to come by the bus. But apparently we have Peter here to thank for MJ's safe return!" Anna exclaimed.

May and Ben looked surprised, "what?"

"He saved us May," MJ whispered, "he saved all of us."

Ben and May turned to me. I shrugged, "great power, great responsibility."

Ben gapped, "Peter, that isn't exactly what I meant."

"No, that's is exactly what you meant, and you know it," I told him, "I just scaled up the model a bit."

"But how?" May asked.

"He used a gun or something!" Flash yelled out. I turned to him and glared, stupid blonde idiot.

"A gun?!" Ben yelled out.

"It's not a gun," I said, sending Flash another hate filled glare, I took out the emp gu-machine and presented it to them, "it's something I made at work. Sends an EMP strong enough to knock out the drones."

"Peter, why did you even make such a thing?" Ben asked.

"Simple, the last time Tony Stark did anything he was attacked by a madman with lighting whips. The time before that it was a guy in a suit of armour. I figured I shouldn't risk it, after all Hammer tech was the one who designed the Rhino suit, I figured someone might try and pull something in the expo tonight. So….EMP machine."

They all looked at me like a grew a third head.

"How could you possibly know this?" Liz asked.

"I got a job working with Reed Richards, did you really think I'm an idiot?" I scoffed.

"Well I for one am impressed," I heard a familiar voice that sent a shiver down my spine. Norman walked up to me and smiled, "Peter, once again you've impressed me. May I?"

Hes gestured to my EMP machine. I nodded and slowly gave it to him. He looked it over and raised an eyebrow, "I have the smartest minds on the planet working under me, though I'm not sure anyone could have built something so….efficient. Truly impressive Peter."

"T-thanks," I gulped.

"Excuse me, but who are you?" Ben asked standing between me and Norman, guess he ntoiced how scared I suddenly became.

"Oh, I apologize, I'm Norman Osborn, Harry's father," he gestured to Harry to stood a good distance away looking at the ground like he was being punished, "normally I wouldn't involve myself in my son's life but….well, let's just say I'm glad I did. You are Ben Parker correct?"

Ben blinked, "yes."

"Well you have raised your nephew to be a fine man Mr. Parker. I would offer him an internship at my company, but I don't think he would be interested, yes?" he looked at me and smiled.

I nodded, "yeah, sorry."

"Oh please, it's no fault of yours. It's mine for not recognizing the talent you hold. This is twice I owe you for protecting my son Peter, I don't forget my debts I owe. If you need anything, call," he gave me his card and walked away, "come Harry, it's time for dinner."

"Yes father," Harry bowed, he actually bowed, and followed Norman into a long black limo.

"Well that was...something," Ben cleared his throat and turned to Anna, "are you two ready?"

"Oh yes," Anna nodded, "come MJ, Peter, let's go home."

I nodded, as we walked away though I noticed Felicia talking to a woman dressed in a fine dress gown with a diamond necklace and long silver hair that matched hers. Felicia looked up and gave me a small smile, she waved goodbye before leaving with the woman, who I guess is her mother.

We drove back home quickly, guess Ben was anxious to put this day behind him. Ben pulled up onto the driveway and quickly we got out. MJ gave me a confused look I couldn't quite understand, but she didn't say a thing as she went home.

I sighed, it was a long day, but it was done. I survived it and am now all the better for it. I doubt I'll still be called that skinny weird kid in school anymore, which is both a good thing and a bad. People will notice me now, I can't just sneak out or act weird, I need to be alert, hopefully I can still be Spiderman and Peter Parker.

The next day was Saturday, after begging Ant Man and Uncle Ben, I finally got their permission to go and try and help out in the Stark expo recovery efforts.

I did go, but as Spider-man. I swung into the scene and immediately people noticed me. I walked up to a fire man trying to lift up some ruble out of the way, "need some help with that?"

The fireman smiled, "sure. Think you can handle it?"

"Let's see," I grabbed the concrete and lifted it over my head, "yeah, I think I can."

The man smiled, quickly I became involved with the clean up crew. I helped carry around the heavy stuff, if we managed to find something to hot to touch of dangerous to hold, I would use my webbing to insulate it.

Soon though I wasn't alone, the FF arrived, Johnny flew in, Sue and Reed took Sue's car, a landrover, and Ben just kind of walked, which took him a lot longer to reach.

The also began to help clear things out, Sue, Johnny and Ben helped carrying stuff around while Reed and I leant a hand whenever we could.

Around mid-afternoon we had managed to clear everything up, and I was hungry as hell. My stomach growled loudly and the workers there laughed.

We quickly got to eating, Johnny went out and got us take out from a Chinese place down the road. We sat in around with the workers and ate, they didn't treat anyone of us any differently, which was a great thing considering they were literally sitting next to a guy made out of rocks.

"So ah, what's with the name?" John, the manager of the clean up crew asked.

I blinked, "are you asking me?"

"Yeah. Why Spider-man?"

I shrugged, "I got my powers from a genetically engineered spider. Hence, Spider-man. Plus it goes with the whole theme I'm working on, shooting webs, climbing on walls, stuff like that."

"Can you like communicate with spiders and stuff?" one guy asked.

"No."

"So what about you?" they asked Ben, "what do you call youself?"

" **Ben,** " he muttered.

"No, I mean like you're superhero name."

" **Oh...I suppose you can call me 'The Thing', Johnny does that sometimes,** " Ben shrugged uncaringly.

We talked some more, the FF really made an impression on these guys and in the end I think Spider-man got a few brownie points from the public.

But there was another reason for me to do all this. Every time I found something interesting, like a part of a drone, a still intact arc reactor or anything I think I could use, I hide it away in the sewers. I tid them up in a sack made from my hardest webbing fluid, should last for 24 hours.

I went home at day and waited until nightfall to come back to the Expo. It was empty, the people had all packed it in for the night. I was about to go in and get the items I stashed away when I saw a figure standing on a rooftop overlooking the destroyed expo.

I recognized her immediately, I could know that silver hair anywhere. I landed on the roof behind her startling her to my precise, "hey Cat, fancy seeing you here."

"Spider," the Black Cat nodded, "what are you doing here?"

"I was helping them clear out the wreckage in the morning, I left a few supplies behind. And you?"

"I...I was here last night," Felicia admitted sounding more scare than I have ever seen her before, "my friend and I...we almost died."

"I'm sorry that happened," I apologized.

"Where were you? Aren't you supposed to be a freaking hero or something? Isn't that what you always say? I'm a lowly thief and you're the gallant hero?" she spat out.

She was angry, I knew that, so I let her have that one, "I was on the other side of the city helping where I could. By the time I heard what happened...I really regret not getting here on time."

"So is that why you helped clean out the place? Because you felt guilty?" the Black Cat all but demanded and answer.

"No, not really. I can take the guilt, I did it because I knew it was the right thing to do. People needed help so I helped them. There isn't a deeper meaning for why I do the things I do, I just do."

"Then you're a bigger fool than I thought," Felicia told me.

"Sorry to disappoint you," I shrugged.

Silenced came down on us for a long time. I knew she had more to say so I just waited, keeping silent.

She finally did speak, "there's a guy who was with me. I...I didn't think much of him, he was interesting enough but that day….he saved me. He saved all of us."

I raised an eyebrow, was she talking about me? Oh yeah, she was! I coughed, "so ah, that's nice."

"He's the real hero, not you."

I winced at her tone of voice but shrugged it off, "maybe, he is. What's he like?"

"Kind, he tries to act aloof but I see right through him," she smiled. Right, you can totally see right through me, that's why you have no idea I'm standing right next to you. "He's smart, like scary smart, I almost feel like sometimes I can't even hope to keep up with him. He's brave and loyal and….a great kisser."

I smiled under the mask, "hey, if you like him so much why don't you ask him out?"

Cat looked me and smiled, "maybe I will. Bye Spider, try not to be late next time the world needs saving." She left, jumping from roof to roof. I'll admit, for a girl with no super powers she sure can run.

I went down into the expo to grab the stuff I hide away and swung back home, sneaking into the basement. Everyone was asleep, time to have some fun.

I took a look at what I had. Two forearms from a Navy drone and an Army drone, two arc reactors that have been shut off and one leg from a drone until I couldn't identify. It wasn't much, but it would be enough.

I began first with the arc reactors. I needed to find out how they worked. I knew two things, one, it was radioactive, I knew as much since Tony was dying from having it inside his body for so long. And the other, it can produce high amounts of energy.

It took me all night, I think it was around 4 in the morning when I finally began to understand what Tony had built. The radioactive material would first break down and be spun around to collide into themselves.

It means there are charged particles moving in a circle, contained by a magnetic field. High-energy particles usually have high energy because they're moving very fast, and magnetic fields can curve the motion of charged particles. Curving the particles' motion into a circle keeps them in one place long enough to get them to collide.

This also produced gamma rays as a result of the molecules colliding and releasing a loose neutron. There was a complex radioactive decay going on inside the arc reactor itself, one that I was just starting to understand.

This in the end increase the motion of the magnetic field, alternating it as the lose neutrons began to move around. This in turn cause the magnetic superconductive wire to generate high amount of alternating current.

I finally put down the arc reactor and sighed, rubbing my head. I'm so glad it's Sunday because I'm exhausted. I hide the 'acquired' items away. I could fit the arc reactors in the loose floor board I used to hide stuff, but the others were too big. So I just shoved them into storage. Ben and May rarely come down here so it was relatively safe.

I slept until noon and got up exhausted. I wanted to go back down to get back to work but when I did I found Anna and MJ sitting int the living room, chatting with May and Ben.

"Morning guys, how've you been?" I asked yawning.

"Ah, so he finally stirs," Ben chuckled, "morning champ, up late?"

"Yeah, working on a new project," I admitted freely, "hopefully I can get it to work."

"Peter, why don't you take MJ and talk to her for a while. Anna, Ben and I have something to discuss," May oh so subtly pushed MJ my way.

"Ah, right, come on MJ, I need to get something to eat," I grumbled walking to make myself some cereal.

MJ sat next to me watching me munch down on my brunch. "So ah, you and Felecia huh?"

I shrugged, "I don't know."

"You don't know? What do you mean you don't know?"

"She just kissed me," I shrugged, "didn't plan on it or anything."

"But you kissed her back!" MJ yelled out. Our relatives looked at us, we lowered our heads and whispered.

"Yeah well, why wouldn't I? It's not like I have girls lining up to kiss me. I take what I can and besides, she's pretty cool, you think so too right?"

"I-I….you still kissed her."

"Yes, yes I did. Why? Did you want me to kiss you instead?"

MJ looked away pissed, she didn't say a thing. I sighed, "sorry MJ, just teasing."

"It's fine," she shrugged.

Just then my phone began to ring. I picked it up, "hello?"

"Peter, it's me Marcus! Colleen sensei is having another training session, you coming or what?"

I blinked, "wait, today? I didn't know! How much time do I have?"

"Can you be here by 2?"

"Yeah I can but," I looked at MJ and sighed, "sorry I'm actually with a family friend. Rain check?"

"Damn, sensei won't like this man."

"I know, tell her I'm sorry." I sighed, "bye Marcus."

"Bye man," he hung up.

"Who was that?" MJ asked.

"A friend from my dojo, he wanted me to come over for a training experiences, I told him I couldn't," I took the used bowl and washed it.

"You didn't have to do that for me," MJ whispered.

I shrugged, "don't worry about it. Anyway, want to go up to my room?" MJ nodded, I guided her upstairs and closed the door behind me. She plopped down on my bed while I sat on my desk chair.

"So how's life?" I asked her.

"It's….weird to be honest. Friday was so freaking weird. I mean one moment we were on a perfectly ordinary school trip and the next..."

"Do you want to talk about it?"

"What's there to talk about?" she asked with a shrug, "robots attacked us, Iron Man flew in and saved the day and you basically made sure everyone I knew didn't die and saved our lives."

"I didn't do much."

"Peter you single handedly took out a drone, and if you hadn't called in Johnny Storm, who you're buddies with by the way, then who knows how many people would have died? Face it Tiger, you're a hero."

I chuckled, "thanks MJ, I'm glad you think so."

"What do you mean _I_ think so? I'm not the only one! I was on the phone with Liz all day yesterday, the whole school knows about you Peter! They all think you're a hero! Hell I heard Liz mention half the cheerleaders like you now!"

I blinked, "huh….well that's interesting."

"Yeah," she looked unsure of herself and I honestly felt bad. She wasn't a bad person per say, just a little childish.

"So MJ, are you going to audition for the school play? I heard they begin on Monday right?"

MJ looked surprised, "y-you remember that?"

"Of course I do silly, I'm still you're friend right?"

"Y-yeah, right."

"So? Are you?"

"I don't know Peter. Liz keeps telling me it's a bad idea and I'm not going to like it. It's supposed to be long and gruesome and-"

"-Of course it's a long and tiresome task MJ, it's not worth doing if it was easy! But that's no reason to give up!"

"But Liz said-"

"-Liz doesn't know you, I don't think she bothered to even try, because if she did she would know how much you want this. So shut up about what Liz thinks and tell me what you think."

MJ was silent, she looked hard pressed for an answer before sighing, "you're right."

"I know I am," I grinned.

"Careful Tiger, girls don't find an ego impressive," she snorted.

"I'll keep that in mind."

"It's just," MJ sighed, "she wanted to focus on Homecoming instead, said we barely have any time left to prepare. She and Flash are going together but I'm not sure I'm even going at all."

I raised an eyebrow, "holy shit, that's right, Homecoming's this week. Damn, I actually forgot about that."

"Really? You did? Oh what am I saying, of course you did," MJ rolled her eyes.

"I'm surprised someone hasn't asked you out yet."

"Actually Harry did ask me out but...I'm not sure if I should go."

"Really? Osborn? Again? You do know they are all creepy little shits right? Harry might be decent enough, but his dad's totally up the walls fucked up."

"Really? How do you know so much about him?"

"I used to be his BFF remember?" I scoffed, "his dad always gave me the creeps, now ever more so."

"Because he showed interest in you?"

"Exactly. He saw me as a toy to add to his collection, nothing more. He treats people like toys to be added and I...I don't want Harry to think of you the same way."

"Peter he won't, he's not that bad."

I shrugged, "so you say...anyway, are you going to accept or what?"

MJ shrugged, "I don't really know."

"Alright tell you what, if you want I'll take you to Homecoming, only if Harry's too much of a pain to deal with. What do you say?"

"What about Felicia?"

"I don't know. That girl's complicated, I doubt she actually likes me let alone wants to got to Homecoming with me," or rather I _know_ she has a thing for me, but I can't act on it unless she admits it. Stubborn Cat!

"Of course she likes you Peter, why else would she make out with you?"

I chuckled, "because she was turned on by what I did? Honestly I really doubt she's into the whole serious romance angle, and I highly doubt she wants to go to some dance. So? What do you say? Want to go to Homecoming with me?"

MJ blinked, "I-I, ah….tell you what, you talk to Felicia and I'll talk to Harry, if neither of our dates are like we want them, then we'll go together. Deal?"

I grinned, "deal. Now, what exactly are you going to do about the play? Do you like have lines to do?"

"Well they are doing Midsummer Night's Dream this year and I really want to play Helena," MJ smiled.

'The girl who love a man that has no interest in her? Damn Mary Jane, subtle you are not,' I shrugged, "okay, do you want to practise?"

"Really?"

"Sure, I'll just download a PDF onto my phone and we can get started."

MJ was happy at my offer. She began slowly, she took a while to get into the role, but I encouraged her to keep going. Soon it became dark outside but Anna didn't seem to mind MJ staying over. We worked on her script until dinner, where MJ joined me, Ben and May.

It was honestly a nice Sunday, I got to kick back and relax for a while, something I haven't done in a long time. MJ and I were a lot closer now, it was nice to have my friend back. And I wasn't lying about Felecia, I really didn't know the first thing that was on her mind.

Later in the night I returned back to my basement and worked on the arc reactor some more until I was sure I could reproduce it or at the very least understand it. I soon got bored though so instead I took out the drone leg I had in storage.

I began dissecting the thrusters, finding out how they worked. I began to understand the design, which I'll admit was ingenious. It used concentrated Muon particles, an elementary particle similar to electrons but with a much denser mass. They could be adjusted to increase it's density or decrease it allowing for flight or as a physical weapon.

The repulsor technology was amazing to study, I swear, this was a copy of Tony's tech and I was already learning so much about it, imagine what I could do with the real thing!

It got late pretty quickly for me and I decided to call it a night. Putting the drone leg away I went back to bed exhausted. I walked in a yawned, removing my shirt and got ready for bed, but just then I heard a low whistle.

"Impressive Mr. Parker. For a skinny guy you sure are packing."

I moved on reflex, jumping towards the voice with a kick aimed at his chest. He grabbed my leg but wasn't able to stop the force behind the kick to push him up against the wall. I grabbed a stapler and charged the man, pinning him against the wall by the throat with the stapler pressed against his bald head.

I looked at the man properly for the first time and realised he was back and was wearing an eye patch. I blinked, I recognized the man immediately, Nick fucking Fury, head of SHIELD. Oh I have done fucked up.

"Very impressive," he chuckled, "mind losing up? I can't breath."

I lost my grip slowly, I needed to play dumb, he's the greatest spy on the planet, no high school kid had no business knowing he existed let alone know his name.

"Who are you, how did you get in here?" I growled.

"My name is Nick Fury, I'm the head of SHIELD."

I raised an eyebrow, "you're supposed to be a spy?"

"Exactly."

"Then why are you in my bedroom?" I growled pressing the stapler against her cheek.

"Are you seriously going to threaten me with a stapler?"

"I can pin a staple into your eyeball how about that?"

"No, I don't think you will," I heard the click of a gun and I felt something cold and metallic stuck between my ribs. I looked down, I didn't notice him draw his gun, fuck, rooky mistake. "Now, can we talk like civilised people?"

"You don't get to trespass into my house and then preach about civility pal," I growled, but slowly backed away, my eyes never leaving the gun. My spider senses weren't tingling so I knew he wouldn't hurt me, but better safe than sorry.

"Now then, I'm here to talk to you about the Avengers initiative," Fury smiled.

I kept my facial expression under control though on the inside was I shocked and surprised all at the same time. Avenger? Me?! Holy shit?!

"What's an Avenger?" I asked doing my best to seem dumb.

"It's task force I'm assembling together that will take on the threats that are beyond the limits of ordinary men and women."

"And why would you want a teenager like me to join your secret club?" I asked, fearing the answer I knew he was going to give.

"Come now Peter are we seriously going to pretend like you're still just an ordinary kid?" Fury raised an eyebrow, wow he is really good that doing that.

"I have no idea what you're talking about."

"Sure you don't Peter...or should I say, Spider-man," Nick smirked as I looked horrified.

"You are crazy man, get out of here before I call the cops," I hissed, I knew resistance was futile, but I had to try right?

"You do that, and I'll tell them about how you constantly break the law trespassing and acting as a vigilante."

"With what proof?"

"We have video of you changing into your costume and have several images of you dead lifting steel beam in that abandoned train yard you like to visit."

I raised an eyebrow, "wow, I didn't know SHIELD had that many cameras in Queens...unless you hacked the cameras and obtained the so called evidence illegally which would be inadmissible in court."

Fury smiled, "you're smart kid, I like that. And you're right, we can't actually throw you in jail, but taking you into trial will reveal your secret to the world, do you really want that?"

I growled, "so that's how it is huh? Join you or you'll tell everyone I'm some kind of superhero? Blackmail thy name is Fury."

"You're honestly not giving me a lot of choice here kid," Fury admitted, "if you join us though I promise you won't regret it. We can give you the state of the art training and tech. We can train you to be better, smarter, the ultimate Spider-man."

I knew the offer, I had already expected Fury to pull this card on me sooner or later. He was applying to the poor kid inside of me that had no friends that was desperate for recognition. Sadly for him I wasn't that kind of Peter Parker any more.

"Tempting offer, but I'll pass. I already have everything I need."

"Learning hand to hand combat from a dojo in China town won't do you any favours kid. We can train you with the best, people who are the best at what they do."

"And in return?" I raised an eyebrow.

"In return? In return you work for us, we'll give you mission, assignments you'll have to carry out."

"People I'll have to kill?" I raised an eyebrow.

"We don't do that."

"Then? What do you do?"

"Infiltrate drug rings, terrorist organizations, find and contain threats to national security," Fury explained.

"Sorry Fury, but I don't really have time time to be an international spy. I have a job and family to take care off. Most importantly I have a city to protect."

"You think you're the only superhero in tights crawling around? Everyday I hear about someone new out in the night trying to fight the good fight. The kid survived before you came kid, it can survive without you."

I raised an eyebrow, "and school? And my job?"

"We both know you're hours at the Baxter building are flimsy at best. And well..I'm sure we can find ways for you to switch between work and school. You won't miss prom or anything like that."

I was silent for a long time, I need to push him, I wanted to see what he did when he got mad in order to understand what type of man I was dealing with. "Tell me Fury, do you have any other child soldiers working for you? Or am I the only one?"

A dark scowl came over his face, "you think I do this because I want to kid? If I had my way you wouldn't even be near the field. But you got too big too fast. People are starting to take note of you, and if you continue the way you are...people will come after you and hard. I'm giving you the option of less evil, I suggest you take it."

I was silent for a long time I finally spoke it, "can I have some time to decide?"

"Yes, you have a week," Fury took out a folder and placed it on my desk, "here, everything you need to know about what I'm offering you. Good night Peter." He walked out my door and I didn't see him return. I have no idea how he did that, but I couldn't even hear his footsteps.

I let out a gasp I didn't know I was holding. I looked around, my entire room could be bugged, no, fuck that, my entire house!

I grabbed the EMP gun I mad and switched up the settings and connected it to my phone. I began to scan the room for bugs using the micro transmitter in the EMP and quickly found five. I switched the EMP pulse into a short range curst and quickly took them all out.

I then went up and down the house three times over, finding a total of 25 bugs put in place. I took great pleasure in destroying each one and gathering them into a paper bag. I dumped the bag on my front porch with a note that read;

' _Bug my house again and I'll fucking shove them up your ass Fury._ '

I walked back inside my house and to my room. I looked down at the porch and found the bag gone. Good, I hope they learn their lesson.

I picked up the file and gave it a once mover, pretty basic stuff. I couldn't get into the detail though, I was too damn tired. Things have been moving so fast I couldn't even begin to understand everything that was happening to me.

I laid down in my bed and prayed for a quick sleep, I so was not looking to deal with this bull shit in the morning.

* * *

 **So I have taken a lot of the suggestions you have provided to me into account. I will use the ones I find most interesting, I assure you this will be a fun ride.**

 **Anyway yes, I am planning on letting my SI make a suit with Stark's tech in it. Should be a cool concept. Also yay! Love is in the air! You guys can't say Felicia wouldn't be attracted to a guy who kicks ass like it was nothing and is brave enough to risk his life for others.**


	9. An Electric Dance!

Monday morning was pain in the ass for me. First it was difficult to get up, and then I realised I had school and third I was currently being recruited by SHIELD. Yeah, not a great day to be me. Fucking hell man all this and it wasn't even morning yet.

I scanned the folder Fury gave me into my personal SA and read the document page by page on my way to school.

Basically his offer was this, we train you, you serve us. They would allow me to specify what I wanted to be trained in, technology, fighting styles, tactics and other types of skills. I would be personally trained by an agent of SHIELD and when I was deemed ready they would send me out on missions.

I honestly didn't see a single reason to refuse his offer. To be honest patrolling the streets every night is started to get tiring and repetitive. I can be doing so much more good with my time. I could have my own side projects sure, but otherwise I would be helping SHIELD keep the world safe.

I did know there were some disadvantages, like the fact that SHIELD was actually HYDRA, patiently waiting for it's time to strike. I knew that...but still, for now being an agent of SHIELD had only advantages to offer me.

I would have to stop going to the Chikara dojo, my time with the FF might be stretched thin but that was never a problem. I wouldn't be able to continue to be a friendly neighborhood Spider-man, instead going international. But...maybe I can talk to Fury about that.

I walked into school, SA going through terms I should be aware off, like 'death', 'danger' or 'circumstances'. Need to know what I'm in for before signing with the devil.

I walked into first period English and noticed people were once again staring at me, like usual. I sat down in my desk and quickly turned off the SA, don't want some kid snooping through classified SHIELD documents now do I?

"Yo Parker, what's that you got there?" Flash asked.

"It's a Scan & Adapt," I told him not bothering to turn around.

"What does it do?" Flash asked.

"It scans and adapts any document into a digital form," I told him.

"Ah...nice, where did you get it?"

"I made it," I told him.

"You made it?" Harry repeated looking at the SA in a new light, "damn, that's pretty cool."

"Thanks Harry," I told him, trying my best to ignore their oh so subtle attempts to start a conversation with me.

"So Parker, going to the Homecoming dance this Friday? Or are you too cool for that?" Flash as I quickly found myself surrounded by the popular kids, something I found extremely infuriating.

"I haven't decided yet," my reply was short, please take the hint Flash.

"Oh, you're probably going to take Felicia right? I mean after that kiss she gave you she has to be interested."

I shrugged, "maybe."

"Damn Parker lighten up! Man if I had a girl like that I wouldn't spend a second away from her!" Flash grinned.

"You do have a girl like that Flash, she's right there and she's glaring at you," I pointed at LIZ who looked like she was going to blow a gasket.

"I-ah, well I-"

"He's got you there Flash," Harry joked causing everyone else to laugh. Great, fucking groupies, just what I need.

"Move it," I heard Felicia spit out like venom as she pushed past the gathered guys and sit down next to me. She glared at all of them and then settled on me, giving me a small nod with I matched.

"Anyway Peter, you should totally come we're all going to be there, Flash is going with Liz...maybe," Harry looked at the large blonde boy getting yelled at by his girlfriend, "and I'm going with MJ! It's going to be so much fun man!"

I raised an eyebrow at the last comment. I turned to MJ and meet her gaze. I motioned to Harry and she rubbed her head and gave a small nod. I raised an eyebrow, it was hard to imagine Harry acting nicely to her, but hey, stranger things have happened.

"I'll think about it," I told him.

"So Hardy, you going to the Homecoming dance?" Harry asked leaning on her desk, wiggling his eyebrows at her.

Felicia glared at him with an unimpressed gaze. "One, get you're ass off my table, and two, what I'm going to do is no business of yours Osborn."

"Okay sheesh, sorry I asked," Harry got up, "anyway, I'll catch you later Pete," he waved and walked away, taking the others with him.

I sighed in relief, "can you believe that guy?"

"What did you expect? You became the school hero practically over night, everyone's talking about what you did," Felicia told him.

"Are they now? Damn," I whistled, "by the way, what are your plans for Homecoming?"

"Why do you ask?" Felicia smiled coyly.

"Well because I was going to ask you out for the dance," I smiled at her.

The platinum haired girl smiled as she curled a stray strand of hair behind her ear, "well, if you're asking then...yeah, why not?"

My smile grew that much larger, "sweet. Do you want to go to dinner first?"

"Sure, you can finally give me that date you promised me," Felicia wicked.

I smiled at her, I was about to speak when a woman walked into class holding a book and wearing a black pencil skirt and blue blouse. Her hair was red and curly and her figure was out of this world. I swear she was a fuckign model, I assured if I didn't immediately recognize her.

Natasha Romanoff, the Black Widow, she was in my class, she was looking at us all, her eyes staying on me a fraction of a second longer. She was sent here to spy on me...fuck.

"Good morning class. My name is Ms. Natasha Randol, I'll be your substitute English teacher until Mr. Dunkar has made a full recovery," she smiled. The other boys grinned perversely, Harry even gave Flash a fist bump. And while I was a little excited to have a hot babe teaching me, I was even more scared due to the fact I knew exactly who I was dealing with.

The class was over quickly and I have to admit Natasha knew what she was talking about. The explanations of English literature were deep and meaningful, almost makes me think she wasn't a secret assassin from Russia that can kill everyone in this room without blinking an eye.

And at the end of the class the boys were grumbling at having to leave. Everyone slowly waked out, but I remained behind. Felicia looked at me and asked if I was leaving, I told her I needed to talk to our new teacher. She gave me a strange look before leaving, thank God the girl knew to respect one's privacy.

Natasha noticed I was standing behind and smiled, "Mr. Parker right? How can I help you?"

"I thought Fury was going to give me some time to think about it," I cut straight to the point.

Natasha blinked, "I'm sorry, who? I'm afraid I don't understand. Who is this Fury?"

I rolled my eyes, "really? I'm not stupid you know. A new teacher arriving this quickly to fill in a job position two days after the last one got sent to the hospital? This school isn't that effective," I knew this for a fact, this had happened before once, the teacher got sick and Peter had the entire week free before they could find a substitute.

"Well you see I was already applying for a job when Mr. Dunkar had his accident. It really was luck-"

I threw a punch at her face, Natasha's eyes went wide as she reacted on instinct and dodged it, grabbing my arm and throwing me over her shoulder into the ground. I really hate that move.

I looked up at her and smiled, "you're pretty fast for a teacher."

Natasha hissed, the mask of a highschool teacher dropped revealing a cold hard stare underneath, "Fury said you were quick. I didn't expect you to be this quick."

"Thanks, it's a fucking gift. Now I suggest you get off me before someone arrives and thinks you're trying to sleep with a student on the first day," I smirked.

I saw the corner of her mouth twitch, guess she found me funny. We got to our feet and I patted my coat, "I looked over the deal. It's...okay. I do have some requests."

"And?"

"I want to be able to protect this city. I understand I'll be needed elsewhere on mission, but every time this place is in danger I want the chance to protect it. I won't endanger a mission and go running off like a mad man if that's what you're thinking, but I won't leave it unprotected."

Natasha nodded, "reasonable. Anything else?"

"Yes, I like inventing stuff. Can Fury give me the funding to make my own toys? And if I do will they be mine of property of SHIELD's?"

"You'll have to talk to Fury on that one, but I'll relay your requests to him," Natasha nodded before suddenly smiling, "now then Mr. Parker if that's all you better get to your next class!"

Just then the door opened and her next batch of students walked in. Damn, how did she know? I wished her a good day and quickly walked out.

I felt like I was being watched all day, and mostly likely I was. I didn't notice any cameras though, so maybe it was all my imagination. At lunch I found Felicia sitting alone in one corner so I decided to drop by.

"Hey Felicia," I smiled as I sat down next to her.

"Hey Tiger," she purred at my nickname, "you know I think you've earned the right to give me a nickname by now."

"Really? Well any requests?"

"You decided," she shrugged going back to her salad.

"How about…," I looked at her fork and saw a picture of a black cat on it's handle, typical. "Kitten?"

Felicia stopped and turned to me in surprise, "w-why did you call me that?"

"The cat on your fork," I pointed at the fork she was using, "I figured you kind of like a cat. Aloof, smart and like totally graceful. So I figured why not right? Kitten?" I said her nickname in a husky voice.

"D-damn you Parker," she hissed.

"What's the matter Kitten? Don't like it?"

"No...it's fine," she grumbled going back to her meal. I laughed, I must have nearly given her a heart attack when I called her that.

After school Felicia, MJ and I sat down for our hourly study session. We did get some work done before the girls began talking about Homecoming, about what to wear and what colours matched. Felicia and MJ shared a love for fashion, though Felicia wasn't too bothered about the brand names but rather how they felt and looked.

After that I went to the Chikara dojo for what I felt would be the last time. I told Colleen at the end of the cass that I might be forced to stop coming and she looked sad.

"Peter you are one of my best students, you learnt more in the short time here then I did. Are you sure you can't continue?"

"No sensei, I'm sorry but I can't."

"Why?"

"I told you sensei, I got a job and right now my family needs the cash. I'm sorry it's come to this but I have to put them first," I only half lied, I really was doing this for the betterment of others, "I promise sensei, I won't ever forget what you have taught me. If I can I'll stop by whenever I can, but I'm sorry to say this is goodbye for now."

"Well that certain is unfortunate," came a male voice from the door. We both turned and found a middle aged man standing by the door with a smile on his face. He wore a suit and had a trimmed beard with curly combed hair. Immediately I recognized him.

"Master Bakuto!" Colleen smiled as she bowed, "this is a surprise master!"

"Yes, I was in the neighborhood and I thought I should drop by," he turned to me, "and this is?"

"Peter, Peter Parker, he's one of my best students, but unfortunately he has to leave," Colleen said giving me a very sad look.

"Really? What is that Mr. Parker?" Bakuto asked me with a gentle smile.

I paused, oh my god it's him! It's one of the top members of the fucking Hand! And he's right in front of me! Fuck!

I remained calm, gulping, "I-I just need to focus on my family right now. They need the cash. You know, for college and stuff."

"Well if that's the case I'm sure my organization would be happy to grant you a scholarship for further education, granted you perform well here."

I blinked, "what?"

"Sensei Bakuto here runs a very wealthy non-profit organization," Colleen explained with an excited smile, "he usually takes my best students and offers them a scholarship, the full ride."

"And if you are as impressive as Colleen says you are, then I'm sure you'll be able to get it," the man smiled. Yeah smile all you want buddy but I know for a fucking fact that you just want to turn me into a mindless drone.

"T-thanks, but I don't think that would be fair," I meet his glare and gulped, "it's just people like Marcus and all need the scholarship, I just need some cash on hand that's all. Please, don't worry about it, I'll be fine."

"You are doing a disservice to your talent Mr. Parker," Bakuto told me, "it would be a shame for your talent to go to waste."

"I would rather that then have my family sacrifice everything to make me happy," I shot back with a glare of my own, "I'm sorry, goodbye."

I walked out, Colleen called out for me to wait but I didn't listen, I ran out of there as soon as I could.

This was for the best, the last thing I needed was the Hand gaining an interest in me. They would be ruthless in killing me if they even suspected I knew anything. I need to get away.

I walked into the Baxter building and sighed, "hey guys! I'm back. Is anyone here?"

"In here Pete!" I heard Johnny call out.

I was surprised to hear laughter coming from inside the den. I quickly walked in and was shocked to find May and Ben sitting in the living room with the FF.

"Oh hey Peter! How was school?" Sue asked with a smirk.

"Ah...fine?" I blinked looking at May and Ben, "what are you guys doing here?"

"Well we figured it was time we looked into this place you spend so much of your time at," Ben replied, "and I have to say Peter you couldn't have picked a better place!"

"Oh, thanks Uncle Ben," Johnny smirked.

"Hey! Don't call him that! He's not your uncle!" I grumbled.

"Now Peter that's no way to talk to you're colleges, I expect you to treat them with respect," May scolded.

I blinked, "ah...okay….but you don't mean Johnny right?"

"Of course! Him too!"

"Ha! You best respect me Peter! Or else I'll tell your aunt!" Johnny laughed.'

"I'm going to douse you in kerosine Storm," I growled as his simply shrugged it off.

" **Would you like some more tea?** " Ben asked as he gently poured himself a cup.

"Oh thank you Ben that would be lovely," May smiled.

"Well May I think it's time to leave don't you?" Uncle Ben asked, "I'm sure Peter will feel embraced the longer we stay."

"Oh don't be silly dear I'm sure he doesn't mind," May shrugged.

Reed smiled, "no, he doesn't mind at all, don't you Pete."

"Et Tu Reed?" I gasped. Reed and the others chuckled as I say down with my aunt and uncle and we all spoke in general. Soon the packed up and left, leaving me alone with the FF, I let my smile drop and grew serious.

"I need to talk to you guys about something," I told them.

"It sounds serious, are you okay?" Sue asked, "is about...your _other_ job?"

I nodded, "kind of. I….I was approached by a secret organization who knew who I was. They offered me a job."

Reed grew curious, "who?"

"SHIELD," I sighed.

Reed sighed, "crap."

Sue matched him, "this isn't good, not one bit."

"Who are they? I just know the basics, big spy agency, has a lot of toys and cash to throw around," I asked.

"SHIELD, or the Strategic Homeland Intervention Enforcement and Logistics Division," Sue explained, "you're right when you said they were spies, but they are much more than that. They have their fingers in every pie. They are the gatekeepers between the world and those that seek to do it harm. Or at least that's how our father always used to describe them."

"They aren't the sort you want on your tail, they have the resources and the people to take don small armies and topple governments," Reed continued, "what exactly did they say to you?"

I sighed and told them Fury's offer. I showed Sue Fury's proposal stored on my SA and she began to look it over carefully.

"So are you going to accept?" Johnny asked.

"Honestly? I don't think I have much of a choice. It was stupid to think I wouldn't be noticed, I'm just glad I'm getting a say in my fate," I sighed and admitted.

" **I say take it,** " Ben's gravelly voice spoke up, " **it's the best deal you're going to get Web-head, the training will keep you alive and I'm sure if this Fury guy thinks you're a valuable asset he won't try and get on your bad side.** "

"And from what I'm seeing this deals pretty ironclad," Sue murmured, "you probably won't be cheated out of your training or anything."

"So it's basically a win-win situation?" I asked.

Reed nodded, "basically, yes."

"If I join...I'm not going to have much time for you guys, or friends," I sighed.

"We always were flexible with timing Peter, you don't have to worry on that front," Reed assured him.

"And what friends? Weren't you supposed to be like a cool loner dude?" Johnny asked

"I was, but...well after the expo people are kidding of amazed I know you guys. I'm basically a celebrity in their eyes," I shrugged.

"Oh that's great Peter! You can never have too many friends!" Sue smiled.

"Yeah, but they don't act like friends, more like groupies," I shivered, "but there is this girl and….well she's nice."

" **A girl huh? Yeah, that'll do it,** " Ben chuckled.

"Girl?" Johnny's interest was peaked, "tell me about her!"

I rolled my eyes, "no."

"What? Why not?!" he whined.

"Because the moment I do you'll look for her profile on FaceBook and perv on her," I snorted.

"No I won't...by the way are you on Facebook?" Johnny asked, his phone already on hand.

"No, waste of time," I shrugged.

"Same here," Reed sighed.

We quickly talked a little while longer on what I should do before we went to our own labs for our side projects.

Later in the evening Sue did call me over and talked to me about getting the SA patent. She told me her lawyers were already working on and we were in talks with Amazon to build them for public consumption.

I would get a 50% ownership of the patent, the other going to the Baxter foundation. I would also get 5% of every SA ever sold, earning me a steady stream of revenue in some time. Yup, things were looking up for little old me.

The next day I arrived in class to find everyone glued to Flash's phone once more. This time they were looking at the NEWS live. I peered over his shoulder and was surprised to find the man on trial was the operator of the Rhino, one Aleksei Sytsevich, or AL for short.

We watched as the man was sentenced to 5 years in prison for theft and public endangerment. He was just luck no one had died or else it would have been 20 years. I honestly didn't care though, I knew some way or another he was going to come back and haunt me again and I would have to be ready.

I spent the rest of the week either in school, at the Baxter building working on something new or swinging through New York as Spider-man. The streets were quiet for a while, only a couple of muggings in the worst part of town and one stab victim that I had to rush into the hospital.

But one thing was looming in the distance, Homecoming. I don't understand how a silly high school dance could effect me so badly, but boy was I nervous. Felicia seemed to have noticed, she took every chance she had to tease me for it. Always going on and on about how it should be a perfect night, or else.

So I actually started to try and make it a good night. I got a suit from Uncle ben. I didn't bother with his firmly under shirt, too eighties. But I did use his blue suit and wore my black shirt under it. It gave off the very hip and cool feel to the suit, which was nice.

I also managed to get reservations to a restaurant in the fancy part of town, I knew I would end up spending half my allowance on that dinner but it seemed to be worth it, after all why go out if you don't do it with a bang?

Harry and Flash kept bothering me all week, asking if I wanted to join up with their dates and go together, I politely told them no, and when they insisted I told them to fuck off.

And so it was all set. On Friday evening and hour before we were meant to meet up I called up Felicia as I was getting ready, "hey kitty."

"Hey Tiger," was her reply.

"You all set for tonight?" I asked her.

"You bet I am, we're meeting up at Julio's right?"

"Yup, I'll see you soon, alright?"

"See you soon Tiger," she said huskily as I cut the call.

I got ready, put on the suit, and went down. "There he his!" Ben smiled, "don't you look handsome!"

I grinned, "thanks Uncle Ben. Hey, could you help me with the tie? It's really bugging me," I asked him.

"Sure, no problem kiddo," Ben smiled as he helped me out.

"Oh I wish you and your lovely date decided to meet up here instead," May sighed, "what was her name again? Felicity?"

"Felicia aunt May," I rolled my eyes, "and besides, she isn't the photo type."

"Oh nonsense, what type of girl isn't the photo type? I swear Peter you pick the oddest girls. You should have just stuck with Mary Jane."

I shrugged, "she's going out with Harry, besides I don't think she and I would work out, she's in a very different place, I can't handle all that."

"Well doesn't that just sound like a trumped up excuse," May huffed just as the door was opened and May exclaimed, "why MJ dear, you look lovely!"

I blinked in surprise, I turned around and gasped when I saw MJ standing there all dressed up. She wore a black dress that came down till her mid thighs that hugged her curves. The top half near the shoulders and arms were transparents and with her makeup done I had no doubt that this woman is the same one who would one day become a supermodel.

I smiled, "damn MJ, I think this is the first time I'm ever going to feel jealous of Harry."

MJ smiled, "thanks Tiger, you don't look half bad yourself."

"Thank you very much," I grinned.

"Oh this is perfect, come you two, let's take a picture!" May smiled already grabbing her camera.

"May she isn't my date," I looked confused.

"Oh what does that matter? Come one you two! Up close!" May said excitedly as Ben just stood to her side and shook his head in disbelief and a small smile.

I turned to MJ who shrugged. We stood together, my arm around her hip and her's immediately going for my shoulder. It just felt so natural, May took a few photos, to many for my liking, before she let us go.

"So what's up? I figured you would be wating for Harry and the others," I asked her.

"I am, they aren't coming till another half an hour though, so I thought I should see how you were doing," MJ replied with a shrug.

I shrugged, "I'm okay, I'm meeting up with Felicia for dinner soon."

"Oh...well, good luck I guess. Where are you going?"

"Julio's," I smiled.

MJ whistled, "damn Tiger, you're pulling out all the stops tonight aren't you?"

"Yup," I shrugged, "anyway I think I should get going, don't want to keep her waiting."

"You're going to met up at the restaraunt?" MJ asked in surprise.

"Yeah, I think she's embarrassed of her mom or something, didn't even want me to pick her up in a cab or anything," I shrugged.

"Well...alright I guess," MJ smiled, "good luck Peter, I hope you have a great time."

I smiled and pressed a chaste kiss on her cheek. MJ seemed to go into a state of shock at the kiss, I winked at her and quickly walked out the door.

I hailed a cab and quickly got in. I texted Felicia I would be seeing her soon and sighed as the cab slowly drove through traffic. I was carrying with me a corsage, I didn't know the breed of the flower but it was white, similar to Felicia's hair.

I also checked the hidden pockets of my jacket feeling my web shooters inside. I wasn't an idiot, it was times like this when nothing could go wrong that everything can go wrong.

There was a 50% chance I would have to swing away as Spider-man today, and so just in case I brought my web shooters and my mask. I didn't have my my leather jacket, but I was wearing my black muscle shirt under my suit along with the black leggings.

I really, really hope I won't have a need for them, but again, I was no fool.

I arrived in the restaurant ten minutes early and quickly went up to the top floor of the fancy hotel and took my seat. It was a two person table near the window overlooking the city below. The restaurant was fancy, I could see a few other kids from my school in there with their own dates, they waved at me and I politely waved back.

I waited and waited, drinking three glasses of water and used the bathroom twice. She was twenty minutes late and starting to test my patience. I grew fed up and took up the phone and called her.

"Peter, I'm sorry but something's come up," she said with batted breath.

"Really? Something came up? What?" I was skeptical, did she just not want to go out with me? Why can't she just say that?

"Yes, I'm really really sorry but-"

BOOM!

An explosion rocked out from the other side of the phone and from outside the window. I looked out and saw an thunderbolt launched into the air, tendrils of electricity sparking around all over the place.

"Felicia? Felicia are you okay?!" I roared, please tell me she's not stuck in the middle of that!

It took a while before she answered, "I I'm fine! Something's here! It's attacking everyone!"

"Stay right there! Stay hidden! I'll get help!" I threw a twenty onto the table and ran out of the restaurant. I quickly dialed Johnny up, but got no answer. Was I out of range? Or...the electricity, it was jamming all radio waves!

I ran to the roof and took out my web shooters. I stripped down to my uniform hidden underneath and webbed up suit and shoes into a bag before throwing them against the side of the building to stick.

I put on the mask and jumped off the side of the restaurant, swinging towards the electrical storm. I knew it could only be two things, one, Thor or two, Electro.

I arrived in the busy crowded street and saw a man made of blue electricity floating in the middle of the streets laughing as he sent blast after blast of electricity into the street. Sometimes he hit cars, other times he hit the road, exploding pieces of concrete up into the air.

"Some one help us!" a woman cried out.

" _Shut up you ficking whore!_ " Electro yelled out, " _no one gives a damn about you!_ "

"Someone please!" she screamed even louder.

" _I said shut the fuck up!_ " he yelled, I could see he was going to electrocute her. But before he could I sent out a web line and pulled her out of the way of his oncoming bolt of electricity.

" _What the hell?!_ " Electro roared as he turned to see me on the roof, " _S-spider-man?!_ "

"I'll give you one chance," I told him as my eyes searched the wreckage for Felicia, "leave and never come back."

" _You think you can order me around?! No one can order me around! Not any more!_ " Electro roared as he sent out bolts of electricity at me.

Acting on pure instinct I jumped out of the way as the bolts of powers destroyed the roof I was standing on.

"Come on Sparky! Is that the best you can do?!" I asked as I swung across the street.

" _Hold still!_ " he roared trying to hit me, but everytime he got close I would just swing away in a different direction.

I landed on a building wall and looked down to see Felicia pulling someone out of a wrecked car. Her clothes were torn apart, her hair a mess, but seeing her help people to safety I couldn't help but feel she looked so goddamn beautiful.

" _I'm going to crush you Spider! And when I do, I'll be the hero!_ " Electro roared as he threw a bolt of power at me.

I dodged with no issue as I slowly lead him away from the destruction he had caused. I kept taunting him, keeping his attention on me. I kept telling him how much of a wimp he was and he grew more and more enraged.

This was good, the more focused he was on me, the less damage he caused everyone else. He was floating through the streets of Queens as I lead him towards an iland of water from the East River.

I could see the bridge now, I need to drown him, that was the only way. But just then he threw a bolt of electricity at my web line, cutting it in half, causing me to come flying down into the ground.

I landed on my feet, but the pain was too much. I rolled around on the ground, I'm pretty sure one of my legs were broken if not bruised. I looked up and saw Electro fly above me, smirking as he did.

" _I'm better than you, I'll always be better than you! You're nothing Spider! Less than nothing!_ "

I rolled my eyes, ego much? "Before you kill me can I know one thing?"

" _What?!_ "

"Do you like water?" I asked. Electro looked confused and I took my shoot. I shot a web line at a nearby fire hydrant and ripped it off. Using my good leg I jumped up to the side of the building to avoid the water.

" _What do you think you're doing? You think I won't just-_ " but as he talked a stray strand of electricity rolling off his body connected with the water sending a feedback strong enough to shock him still.

" _What the hell was that?!_ " he cried out.

I shot two web lines at him and pulled him forward, "that was basic physics!" I then launched myself right at him. I clocked him across the jaw as hard as I could and he went flying back.

I landed on top a lamp post and turned around, covering him with webbing over and over again. I jumped all around him, covering him from head to two with webbing. At first he was too much in a daze from the pain to do anything, and then when he did get his full mental faculties back he lacked the strength to escape.

Soon I ran out of webbing and Electro was covered head to toe with it. He was somehow still floating above and I could see smoke rising from his body. He was burning through the webs.

I jumped down to the street level and broke four more fire hydrants out of the ground soaking the street in water. I quickly changed web cartridges, putting in new ones to replace the empty ones.

" _You can't hold me! This pathetic webbing can't hold me forever Spider!_ " Electro roared as more and more of my webbing was burnt off.

"Maybe, but I can still hurt you!" I webbed up my right hand in a thick glove, time to do something stupid.

I climbed up the side of the building, slowly as my leg still throbbed in pain. I turned around to face him, he was twenty feet off the ground, time to make that zero.

I jumped just as he tore through the last of the webbing, he didn't see my fist coming at his face at full force. I felt my fist break a tooth as it met with his face at high velocity. He lost control, flying into a building before landing down on the water covered street.

I landed on wall of another building and watched as he started to electrocute himself, the water conducting the water back into himself at an alarming rate. I knew if I left him like that he would die, so I reluctantly pulled him up with a web line and hung him upside down from a lamp post.

I made sure to insulate him thoroughly with webbing, he wouldn't be awake for some time now. But looking at Electro I was honestly curious, how did he conduct so much power without dying? I was curious, so I looked around and found a broken car on the ground.

I went to it and found the headlights smashed in. I unscrewed the headlight and used it as a test tube to collect blood samples from Electro. I didn't use an injunction, there was plenty amount of his blood coming out of his broken jaw and bleeding gums.

I covered the open end of the light bulb with webbing and put it away. With my curiosity sated I swung away to find Felicia.

I swung back to ground zero of this whole incident and found people slowly getting back on their feet. I spotted Felicia with an elderly man helping him catch his breath. I smiled and immediately swung back to grab my clothes.

In five minutes I came back, but not as Spider-man but as Peter Parker. I spotted Felicia and ran to her, "Felicia!"

She looked up and her eyes went wide, "Peter!"

I grabbed her into a big hug, holding her close as I rubbed her hair, "oh kitten, I was so worried."

"I'm fine," Felicia smiled, "I'm sorry I couldn't make it to our date."

"Oh shut up," I growled grabbing her into a kiss. She moaned in surprise before slowly melting into my arms. Her arms around my neck, mine around her hips.

We finally broke the kiss as we heard people cheering and clapping for us. We turned around and people smiling and cheering, I didn't understand why, maybe they were just so glad they were all alive, but in the end I didn't care.

We helped where we could before the authorities should up. Felicia was given a clean bill of health and from what I heard no one had actually gotten too badly hurt, expect one man who was stuck by elector's lighting and had to be rushed to the ER.

I also saw three black trucks travel down the road to where I strung up Electro, the SHIELD logo proudly displayed on the side of the truck. Guess Fury was keeping an eye on me.

I helped Felicia get into a cab as we went to the school for the dance. But when we reached she stopped and didn't want to move.

"What's wrong?" I asked her.

"I...my dress is ruined," she said, lifting up my coat I had wrapped around her to stay warm, to reveal her torn dress. It was stunning really, tight enough to hug her impressive curves. Her ass was tight and curvy, like a perfect peach. Her breast, though still developing, were a firm C cup. Her dress was midnight black with silver lining along the sides and though it was torn in places I still couldn't take my eyes off of it.

"I think you look perfect," I whispered, giving her lips a light kiss.

"Peter, I'm not going in there," Felicia grumbled.

"Seriously?" I asked.

She nodded, "yup."

"That's too bad….I really wanted to show off how amazing you look," I whispered as I pulled her close, our foreheads touching, her arms on my shoulder and mine of her hips.

"Oh so I'm something to show off now?" she asked in a teasing tone.

"No, not something, someone. Someone who helped save lives," I whispered back, "I wanted people to see the real you."

"Peter, that isn't the real me," she didn't sound so sure.

"Keep telling yourself that Kitten," I smiled, "you know, I wanted at least one dance with you tonight."

"I'm not going in there," she replied.

"No...you don't have too," I took out my phone and looked through the songs, finding one that I thought would be perfect for this moment.

The song started to play, the melody loud enough for only the two of us to her. The song began as the lyrics flew out.

Felicia and I swayed to the music. Slowly, at out own pace we danced, I could smell her, a scent so unique and unusual I doubt I could ever forget it. I could hear her breathing quicken, I smiled as I felt our bodies slowly heat up.

"You know for a guy who is supposed to be horrible at social interactions you sure have a way with romance," Felicia smiled.

"I guess I was just waiting for the right girl," I replied back.

She was silent, like she was thinking about something important. And finally she spoke, "Peter...you want to go out sometime?"

"Like on a date?" I asked.

"Yeah...like a date. A real date," she looked into my eyes.

"I would love that Kitten," I smiled, "I'll be honest though, I didn't think you were the settling type."

"I wasn't," she admitted, "but you're different Peter Parker...you're like a puzzle piece I can't figure out and longer that it the more I find myself thinking about you."

"Does that mean you'll stop being interested after you figure me out?" I asked, a little worry slipping into my voice.

"No...I don't think so."

"Well I'm glad to know that," I chuckled as we danced in our own little world. The stars twinkling under us as we didn't say another word to each other, afraid to break this spell of romance we had over us.

* * *

 **Yes, it was cheesy and romantic, but I like it. Also, yay! Elector's here!**

 **I haven't really planned for him properly, but, I just wanted him there as a key player for later.**

 **Also yes, Peter will be joining SHIELD. The next two chapters won't be out for some time now. Sorry.**


	10. A Date to Remember

I dropped Felicia home, it was a large apartment complex in the good part of town. She seemed embarrassed to admit she lived there, but I didn't really care. I gave her a deep good night kiss before leaving back home.

My leg was hurting, I managed to hide the limp from Felicia so that she wouldn't be worried but now I didn't bother hiding the limp.

I managed to convince May and Ben I just twisted my ankle while dancing, laughing it off. They asked me if I was alright, they heard about Electro, and I lied, telling them I was nowhere near that psycho.

I went into my room and quickly changed into my night clothes. I pulled the vial of Electro's blood suit pocket and looked at it, it still sparked in power. I hide in under my bed and lied down intending to get some sleep.

But five minutes later my door creaked open. I grumbled, I already knew who it was, "I thought you would give me a week to think about it."

"That was before you took out a man that shot lightning out of his ass," came Fury's response as he took a seat on my chair, "besides, I came to understand you already made up your mind."

"Did she tell you my conditions?" I asked.

"Yes, she did. Tell me kid, why are you so obsessed with this small place? Why limit yourself?"

"This is my home Fury, why wouldn't I want to protect it?" I asked.

"Are you expecting it to be burnt to the ground if you're not there to protect it?"

"Last month I stopped a man in a wearable tank suit destroy a street and today I stopped a man that shot lightning out of his fingers from killing people. Do you want to ask me that again?"

Fury looked impressed, he remained silent, it was an interrogation tactic, one I wasn't falling for. Finally he broke first, "she also told me the other condition you had. You want to keep what you make for us?"

"You'll give me funding and access, I want autonomy for whatever I invent."

"That's a lot of freedom you're asking for. Why should I believe you won't just take this tech and run away?"

"What makes you think I'll listen to you while training?" I raised an eyebrow, "you need me and I need you. You know me, do you really think I'm capable of doing that?"

"Yes."

I smirked, "good. Because I am. But I also don't like letting people get hurt when I can stop it. So until you allow me to do that you won't get any problem from me."

Fury thought it over for a moment before nodding, "the conditions are...acceptable. Are you ready to begin?"

"What? Now?"

"Yes, why? Did you want to sleep?" he asked in a mocking tone.

I growled, "for your information I actually did get hurt in the last fight," I pointed at my leg which was now visibly bruised, "it's going to take me a few days to heal."

Fury narrowed his eyes, "do you need medicine? We can provide medical support if you wish."

"No, I can't be sure how my body will react to a foreign substance, I'm still not sure just what inside me has changed. I'll be fine, just give me two days or so."

"Fine," Fury nodded, "this is the last time you'll see me Parker, I'm assigning Agent Romanoff to be your liaison with SHIELD and your trainer. You'll listen to her and do exactly what she says, understood?"

I raised an eyebrow, "and agent Romanoff is my English teacher, yes?"

Fury nodded, "yes."

"What happens when Dunkan returns to the job?"

"Mr. Dunkan has won an all expense paid trip to Hawaii where he'll spend the better part of a year. I doubt we'll see him anytime soon."

I whistled, "damn, that's a lot of planning and money spent on little old me. Am I really worth all that?"

"I guess we'll find out," Fury said walking out. He closed the door behind him and I heard his footsteps leave the house.

I sighed and went back to bed, sometimes I wish I never became a goddamn superhero.

 **The next day:**

I woke up early on Saturday and quickly checked my house for bugs. I found 10 in my room and 5 in the basement. I proceeded to destroy them, but instead of throwing them in the trash I kept the around to study. If SHIELD insisted on wasting bugs on me who was I to complain?

I had breakfast and limped my way downstairs. I locked myself inside and took out the arc reactors I was studying.

I spent the better part of the afternoon further studying it. It was honestly amazing, it could produce more energy than anything it's size had any business doing. It was like a portable giant battery that never ran out of juice. Unless it's core was depleted, which was a major problem.

They were using Palladium, something that had a high deterioration rate and would get burnt out fast. Tony would need to synthesis a new element to fix this problem, which was exactly what he did in Iron Man 2.

I went online and searched the science documentary websites and immediately was bombarded with news that Stark had applied for a patent to a new element which he promptly named 'Badassium'.

The new element would be able to power an arc reactor indefinitely, instead of constant changes in Palladium cells. I needed to get my hands on some of that, but unfortunately only one man on Earth could make it and I doubt he would like the fact I knew how to make his favorite toy.

I then moved on to the repulsor technology. I understood what he used to thrust himself upwards, but I needed to understand how. It took me all day but I finally managed to break down the system and rebuild it.

I even had a few ideas on how to improve the system, maybe even a use this technology in other gadgets I wished to build.

That night as I was packing things up my phone buzzed, someone had texted me. It was Felicia;

 **F:** _Hey._

 **P:** _Hey yourself. How have you been?_

 **F:** _Fine. You?_

 **P:** _Okay, just doing a little studying._

 **F:** _You are such a nerd._

 **P:** _Yup._

 **F:** _Anyway, about last night..._

 **P:** _Yes?_

 **F:** _Remember what I asked?_

 **P:** _For a proper date?_

 **F:** _Yeah, are you free tomorrow?_

 **P:** _For you? Always. Where do you want to go?_

 **F:** _Anywhere is fine Tiger. Your pick._

 **P:** _Okay, dinner and a movie sound good to you?_

 **F:** _Yes. I'll see you then. Pick me up?_

 **P:** _Yup. Night Kitten._

 **F:** _Night Tiger._

She wasn't much of a texter and neither was I. Guess I had a date to plan.

On Sunday I worked a little more on the repulsor tech and the drones. The drones themselves were boring as hell, big, clumsy and outdated. Guess that's what you get when you to rip off other people's ideas instead of making your own.

I of course also planned on ripping Stark's tech, but at least I understood what I was doing and new how to make improvements.

Around the afternoon I got ready and went out to pick Felicia up. She looked amazing, she wore a pair of tight jeans, a black blouse with a jacket over it. The date wasn't something out of a fairy tale or something like that, it was just a way for us to get to know each other.

We watched some crappy comedy movie and laughed at the horrible acting and the corny jokes. I took her out for dinner and she insisted on splitting the check, something about it being fair after standing me up at Julio's.

And now I walked her back home, telling her a joke that made her laugh so hard she snorted like a pig.

"Oh my god I can't believe you did that!" she laughed.

"I know! So I'm stuck under the principal's desk, she comes in and sits down and I'm praying Osborn has the balls to trip the alarm. And just as I was about to reach third base with the principle he did it. I managed to sneak out when she left to see what the commotion was about but after that I swore I would never ever follow Harry's dumb ideas!"

Felicia snorted, "ha! Oh God!"

I grinned, "you sound so cute when you snort."

"Shut it!" she hissed, still smiling.

"I'm serious! It makes you look so cute!"

"As if I wasn't cute before," she huffed.

"No, you're usually beautiful, now you're cute," I smiled as I did my best to walk slower, but soon we reached at her place. I sighed looked at the building, stupid building, why did have to be so close? "So...I guess this is it huh?"

Felicia smiled, "how about another walk around the block? I don't feel like going home and giving mom a report on what I did tonight."

I grinned, "sounds good," I wrapped my hand around hers as we walked around the block again and again. We did that for an hour, just talking with each other, neither wanting to end this night.

But soon her mother called her up and asked her to come home, it was getting late. I sighed, "I had a great time tonight."

Felicia smiled, "yeah...me too Tiger."

"You ah...you want to do this again sometime?"

"Why Tiger, are you asking me to be your girlfriend?" she teased.

I blinked, did I? There were so many things we hide from each other, I knew a few of her secrets, but she knew none of mine and….oh fuck it.

I cupped her face with both hands and bent forward, catching her lips in mine. She dived into the kiss, her hands wrapping around me as I heard her sigh.

I broke it slowly, holding her close as I looked into her eyes. "Will you?"

She smiled, "sure...why not?"

I smiled, "looks like I just hit the Jackpot Kitten," I kissed her again and with that the date ended and I officially had a girlfriend.

On my way back home I wondered if this was the right thing to do. Having a girlfriend was a big responsibility and a commitment. I didn't know if I can tell her everything about me...Spider-man, SHIELD, all of that. I didn't know...so maybe for now we take it slow yeah?

On Monday I walked into school with a spring in my step. I was excited to see my girlfriend, wow that sounded weird to say. Anyway, I walked up to my locker and opened it when suddenly two hand covered my eyes.

"Guess who," she sang and I smiled, I recognized her scent anywhere.

I grabbed her by the hands and pulled her around, pinning her against the locker as I kissed her on the lips. I quickly broke it and smiled, "morning Felicia."

"If you're going to great me like that every morning I might actually like coming to school Tiger," she said huskily, "are you going to let me go or what?"

"Hm, such a tough choice, on one hand I could get in trouble, but on the other hand I really don't want to," I smiled before moving away letting her free, "so, you ready for your physics quiz?"

"That's today?" she asked surprised, "great, and I didn't study. This is all your fault you know!"

"How?"

"Because I was supposed to study last night, but you had to ask me out and make me all emotional that I completely forgot!"

I rolled my eyes, "relax, you'll pass, why else have I been tutoring you every day after school?"

"Hm, because you like spending time with me?"

"Well...that is true," I smiled as we went to first period together.

I tried to spend as much time as I could with Felicia. She was honestly a lot nicer than I gave her credit for. Maybe it was because she was younger and more impressionable, but she was nothing like the Black Cat I read in the comics.

We did garner some attention, people looked at us and guessed that we were dating. MJ and Harry also looked closer, I guess she finally said yes to him, it didn't bother me as much now, but I was still worried based on the fact she was now with an Osborn of all people.

After school we had our tutoring session, I was right when I said Felicia would pass her quiz, she did it with flying colours. Unfortunately she had to go home early that night, her mother had called and needed her back home immediately. Felicia left, but not without giving me a big goodbye kiss that lasted a little longer than necessary, I think it was her way to telling MJ to stay away.

"So, you and Felicia huh?" MJ asked as we packed up our stuff.

"I could say the same about you and Osborn," I told her as we left the coffee shop.

"It's not official or anything, he just...he asked me out on a date, I said yes," MJ shrugged.

"Look MJ I know it's not my business or anything, but be careful. Don't trust Norman Osborn, that man is shrewd and cunning, Harry looks up to him and obeys him. He can't help it, be weary, don't let them convince you to do something you don't want to. Be careful."

"Oh relax Peter, you sound like I'm going to fight a war," MJ laughed. I groaned, in some ways she was right.

We went our separate ways and the moment I turned the corner I noticed I was being followed, and by someone familiar. I snuck into the nearest alleyway and waited for her to follow me. She stepped in and I nodded, "agent Romanoff."

Natasha removed her glasses and blonde wig, "you're ability to see past disguises is exceptional. Most wouldn't be able to notice what was right under their noses."

"Hiding in plain sight right?" I asked nodding, "anyway, are you here to take me to my first assignment?"

"You're not ready for any field work, not until I say so," she put her disguise away and motioned me to follow, "come, it's time I showed you where you'll be trained."

I followed her without question. I walked back a good five feet just in case she didn't want people to know we were together. As we walked I couldn't help my ass landing on her amazing ass, I couldn't help it, she had the body of Scarlett Johansson, you try not checking that ass out!

I think she caught though as she turned around and smiled seductively, I knew there was no emotion behind that look, she was just trying to rile me up, so I just smiled back with a shrug.

We eventually reached a old warehouse near the old part of Queens. She took out a golden key and unlocked the door, the inside was barren, the entire place was empty except for a few crates of what looked like packing paper.

She walked up to the wall on the right and pressed her hand against a normal looking stone. It blared to life and the wall opened revealing an elevator inside.

We got in, the lift had only three options, G, B and LB. Ground, basement and lower basement if I had to guess. Natasha pressed LB and we were off.

"Did Fury tell you what is expected off you?" Natasha asked.

"No, but I can take a guess. He wants me to be a field agent, one that is prepared for anything and everything the world might throw at me. You'll be handling my training and like you said once you think I'm ready I'll be sent out on mission. Did I miss anything?"

"I'll also be teaching you how to operate as an agent, not just training you to be a fighter. I'll teach you to be a spy, to infiltrate a gang and disable it from the inside out."

I raised an eyebrow, "read my file have you."

"What gave you that idea?"

"You mention fight a gang from the inside, obviously you know about GST, trying to draw my attention to your usefulness."

Natasha raised an unimpressed eyebrow, "good, you'll need those observation skills of yours. Though next time, don't reveal all your cards."

The lift doors opened revealing a darkened room. Natasha snapped her fingers and the lights came on. I gaped, it was an underground command center with a conference table in the middle, computer monitors to one side, an old fashioned filing cabinets to the other, a locker with guns and other weaponry near the back and a sofa with a small kitchen further away.

"Welcome to the Queens safehouse. SHIELD gave it to us for training and mission purposes, we'll have other agents drop in from time to time, but other than that it's only going to be us. Come, I'll show you around," Natasha walked off.

"This is the main room," she pointed to room we were in. She went through a hallway near the back, we passed by several rooms with transparent walls, "gym, data hub, lab and supply closet. Any questions?"

"Do you live here?" I asked.

"The floor below."

"Okay...when do we start?"

"Now, follow me," she took me back to the main hall. She pressed a button, the wall opened up revealing a closet filled with SHIELD uniforms. She picked up a pair of tracks, shirt and shoes, "put this on and meet me at the gym."

I did so and walked into the gym. I could see weights and gymnastic equipments further away, but in the middle of the room was a giant training mat. I looked around but no red head in sight. I was about to drop the matter when my spidey senses went off.

She was going to jump me from the back. I turned and grabbed her in the last moment, throwing her away clumsy. Natasha landed on her feet and narrowed her eyes, "how did you know?"

"So SHIELD doesn't have a record of all my powers huh?" I grinned. Natasha didn't say anything, simply raising a single eyebrow. I sighed, "it's like precognition. Every time I'm in danger my brain goes into hyperdrive and allows me to react faster than normal."

"So you're psychic?" she asked.

"No, I don't think so. I think it's something to do with the spider that bite me, it could sense danger as well, I'm not exactly sure how it works, but it does."

"Maybe you should research your powers, it could prove useful."

I raised an eyebrow, "isn't SHIELD already doing that for me? I assumed you already got some DNA from me," I really didn't like that idea, but it was a fact. No spy agency worth their salt would not take measures to control an unknown factor.

"We don't experiment with our agent's DNA without their permission," she lied through her teeth.

"Woah, that's amazing, you going to teach me how to lie that good? Or is it more like a natural thing?" I asked.

Natasha raised an eyebrow before smiling, she got into a fighting stance, "let's see what you got Spider."

I grinned, "bring it Natty."

The next hour was pain and bruises for me. My reaction time was good, great even, but like I have found out time and time again, people with enough skills, like Felicia, can get the drop on me. And Natasha took joy in pointing that out.

Bam!

She slammed me into the floor once more, pinning me down with her foot on my chest, "you're still reacting instead of leading Spider. Your instincts are good, but they should only be used as a last resort, nothing more."

"So you keep saying," I growled getting back up, "again?"

"No, that's enough for now. I need to figure out what best to teach you," Nat pulled out a phone and typed away into it, "you can use the weights and gymnastic equipment until then. Don't hurt yourself."

I nodded as I moved to the weights, I picked up a 20 pound dumbbell easy and began some basic curls "so Nat, what types of martial arts do you know?"

"Karate, Judo, Jujutsu, Boxing, Aikido, Savate, Ninjutsu, various styles of Kung Fu and Kenpo. Just to name a few."

I stopped and whistled, "damn...remind me never to get on your bad side."

"Sure," she gave a half smile, "every day you'll have hand to hand training with me for a hour. I'll give you a hour break in between for you to complete your homework and such before going into other details such as tactics and how to be a field agent. You'll have to spend at least three hours with me in this bunker everyday. Got that?"

"Three hours in a bunker with a beautiful woman everyday? Other than my girlfriend getting jealous I don't see a problem," I shrugged.

"Good, you have free time now, don't waste it," and with that she left.

After working out for a bit I went and finished all my homework for the day, relaxing for the rest of the time. Natash then made me sat down at the conference table and slammed thick 2,000 page book in front of me.

"The SHIELD manual, read it, memorise it."

I whistled, the font was small, really small, "is this really necessary?"

"Yes."

"Do you follow every word in this?"

"Yes."

"Again, you really have to tell me how you can lie so easily," I scoffed pushing the book to the side. "So what's first teach?"

She put down a book in french, "you need to learn new languages if you want to fit in."

" _I know a little bit of french, I think we can skip this part,_ " I told her in my best french.

Natash's eyebrows actually raised up in surprise, " _I didn't know you spoke french._ "

" _There's a lot you don't know about me Nat. For instance I love vanilla ice cream. Put that in my file would you?_ "

Nat rolled her eyes, "fine, what languages do you know?"

"French, Spanish, a little German, and I began to read up on Japanese but I stopped half way."

"Okay then, let's test your language skills," she said before asking me GK questions in different languages. After I answer a question correctly in the same language she would switch to a completely different one.

She stuck to the languages I knew, but she made me work for it asking more and more complex questions.

At the end of my first training session I was exhausted mentally and physically, but I knew it was worth it.

I made my way to the Baxter building by 7 or so and spent two hours with them helping Reed and Sue out on their projects.

By that time Felicia had called me two times, one when I was in the bunker and once at the Baxter building. She was just checking up on me and I had to lie about the bunker thing, telling her I was just at the Chikara dojo.

We chatted for awhile until she hung up, telling me she had to go. It was gooey and romantic, but I liked it just the same.

At around 9 in the night I returned home and ate. I told Ben and May I was going to be putting in more hours at the Baxter building from now on and they understood, though May was a little reluctant.

At around 11, when I knew they wouldn't disturb me, I swung out into the city as Spider-man, I still had a job to do after all.

As I swung down Hell's kitchen I stopped by Matt Murdock's place. The rookie lawyer had now made a name for himself and his firm with the handling of the GST case. Of course he wasn't allowed to represent the state, that was the DA's job, but he did get credit for bringing in the evidence to the case.

I swung by his house and noticed him sitting in his living room reading a book. He paused for a moment and turned out the window. I guess his hearing was so good he could hear my heartbeat from across the street.

He waved at me and I waved back, though I later realised that was a stupid thing to do when dealing with a blind man.

I stopped a ATM robbery and two muggings that night. And just when I was about to call it a night I saw a figure in a black track suit running towards the banking district.

I rolled my eyes, 'so that's what she was busy with,' I swung by and landed before her, "heya Cat! Fancy running into you here!"

"Great, you again," Black Cat sighed, "seriously man, you are totally bumming my style. Can't a girl rob rich people blind in peace in this town?!"

"Well...no," I shrugged, "anyway, how about instead of being a thief tonight and me stopping you and you eventually getting away, we skip the whole deal and get something to eat? I'm hungry and I doubt you had something this late in the night."

Cat snorted, "hate to break it to you Spider, but I have a boyfriend."

I gasped in surprise, "really? You? You don't...you don't seem the type," my acting must be Oscar worthy cause she bought it.

Black Cat shrugged, "I didn't think I was either, but...well, things change."

"Ah, is it that hero guy who saved your life? I remember mentioning him before," I scratched my head, "never did get his name."

"And you're never going to," she narrowed her eyes dangerously, "and who I'm dating is of none business of yours!"

I rolled my eyes, lady you have no idea, "well okay sheesh, just curious. So have you told him yet? About," I pointed at her costume up and down.

"No, of course not!" she hissed, "I'm not stupid! He would freak out!"

I shrugged, "I don't know, from what you told me he seems like a pretty sweet guy. Plus I mean, starting a relationship with secrets is….well it's not healthy. Trust me. My girlfriend is awesome, but she likes to hide things."

"Wait, you have a girlfriend?" Cat sounded surprised.

"Yup! What? You think with a body like this I didn't have one?" I laughed.

"So...is she like a spider or something?"

I blinked, "ah...no, she's human."

"Really? Does she live in Canada?" she teased.

I sigh, "why would I lie about having a girlfriend to one of my arch rivals?"

"I'm your archrival?"

"Well it's either you or Electro. Honestly I'm glad you're the closest thing I have to an arch rival, I do not need that kind of stress in my life."

Cat hummed as she leaded on the roof, "so...you think I should tell him?"

I nodded as I stood next to her, "definitely. My girl tried to hide something from me and I found out. I think she thinks I would freak out, but I honestly didn't care, it was part of the reason I liked her. But I don't want to push it, we're just starting out and I don't want to seem….pushy?"

"So you know her secret, but you're just acting dumb?" Black Cat asked.

"Yup. I want her to trust me enough to tell me off her own accord, only then can our relationship move."

"Does she know about...well, the whole super hero thing?"

"Nope," I chuckled.

"Then why don't you tell her? If you want your relationship to mature can't you just tell her your secret and push her to reveal hers?"

"Not really, I know her secret Cat and I accept that. But….but I don't know how she'll react to me dressing up and fighting crime. Honestly I don't want to lose her."

Cat gave me an understanding smile as she rubbed my hand, "give it time. I'm sure she'll come around."

"And you? Are you going to tell your boy toy who you really are?"

"I...I think so," she shook her head, "not right now but soon. We just started going out yesterday and I...I don't want to scare him off."

"Well whatever you do I hope you succeed. Oh, and one more thing," I grabbed her hand currently trying to pick one of my pockets, "please don't try to rob me while we're having an emotional moment, it's really a dick move."

"He-he, sorry Spider, old habit," she got on the building ledge and threw a grapple line across, swinging away, "see you Spider!" she cried out as she swung away.

I sighed, I should probably stop her or something, but there is no way in hell I'm sending my own girlfriend into jail! So for tonight I guess she gets a free pass.

For the next month or so this was my life.

School was the one normal part of my life, which also made it the most boring. I managed to get around that though by making out with Felicia as much as I could. She and I almost got caught several times, but that just made things all the more exciting.

Nat began to really tighten the screws on me during training. I had to memorize that manual in a week's time and the learn to forget or ignore certain parts as the need arises. Most were easy to remember, it mostly involved not acting like an idiot while on missions.

Nat also began to teach me different forms of fighting, starting with karate, the simplest form, according to her at least. While my kendo training did help with the basics, I had to learn of new techniques in a short while. Difficult to do, but I was willing to put in the time.

She kicked my ass every day and slowly I was learning to spot the weak points in her attacks, at least the ones she let me find.

She also started to drill me on other fields of knowledge I would need to know, like fashion, current world news, reality TV shows and even art criticism. I would need to blend in while on missions, you will never know when even the most basic of information might end up saving lives.

I did however have time to lean back and relax. Felicia and I texted constantly, at one point Nat broke my phone because I wasn't focusing on her lecture. I had to buy a new phone and promise never to use it while training.

But that didn't stop us from growing closer. Whenever I could I spent time with her, sometimes she almost felt suffocated and needed her own space, but I understood. She wasn't used to these feelings, so I took it slowly.

She didn't tell me she was the Black Cat yet, I guess that is to be expected after all we have just been dating for a month or so. I think there was one ot two times she was considering it, but I can't be too sure of that.

Other than Felicia I had no personal life, MJ did talk to me when she could, but she usually just spent most of her time with her new boyfriend, who I think is starting to realise having a girlfriend isn't all fun and games. Whatever, it's Osborn's problem now.

At the Baxter building I finally started to get into my own research. I brought the arc reactors and drone parts I stole and put them in my lab. I kept them hidden and out of sight, the FF didn't need to learn about these just yet.

I began experimenting with them, working on how to improve them. It took me some time before I fully understood how each system worked and to be honest I was both impressed and horrified at Peter's intelligence, the kid understood something the smartest men in the world had trouble figuring out, sure he had an actual model, but still, impressive and scary.

I also began researching into Electro's blood. The blood was an amazing conductor of electricity, I used the FF's advanced tools to do a thorough analysis of the blood and found what made it tick.

I have a theory, first Max, Electro's real name, was flash frozen to extremely low temperatures and then electrocuted, turning his entire body into a superconductor of some kind. But you see what happened next kept him alive, as each and every mitochondria in his body became supercharged, allowing it to adapt to the immense amount of power pushed into him.

How the last part happened was anyone's guess, personally I think he was bite by a radioactive eel, but that's just my theory. Which actually might be true on some level.

I managed to analyse the mitochondria in his cells and figure out just made makes it tick, allowing me an idea on how to use this blood to improve on Stark's arc reactor. These days people use artificially created mitochondria to power nanobots. But I figured out what I need to change in a mitochondria to make it similar to the ones Elector has in his blood.

It took me all month to figure that out, I had to get Reed's help with a few of the formula's, but luckily he had more than enough time to help me out.

By the end of November I had created a superconductive liquid that could store electricity and absorb it at will. It was like creating Electro's blood in a test tube, however it was black. I took to calling it 'Parker Blood', having Sue patenting this new type of energy transfer system.

Usually we would use wires to transfer electricity, but now I could use Parker Blood to do it five times fates without having the material heating up. It was perfect for a system, simply use a fiber cable and fill it with Parker Blood and boom, the transfer speeds were five times faster than Fiber Optics cable.

When I should my invention to Sue and the rest they were impressed.

"Peter, you are amazing!" Sue grabbed me into a big hug, "this thing is going to make us rich!"

"Sis sometimes I think you only care about cash," Johnny snorted.

"Well someone has too! We need funding don't we?!" Sue yelled before turning to me and smiling, "but seriously Peter, this is amazing, we can actually sell this for public consumption! If I can get Google on the phone I'm sure they would be bidding through their teeth to get a piece of this new tech!"

I smiled, "thanks Sue, but ah, befor that, do you think we can like patent it?"

"Of course we will, don't worry about it, damn, 15 and already have two patent's under your name," Sue smiled turning to Reed, "remember when that was us?"

Reed smiled, "what are you talking about? I'm still that impressive."

"Right," Sue rolled her eyes before turning to me, "alright Peter, I'll get right on this. Also here, I almost forgot to give you this," she handed me a check and I blinked looking at it.

"T-ten thousand?!" I squeaked looking at the check, "is this the money for the SA?"

"No, this is your monthly allowance," Sue smiled, "did you honestly forget we're actually paying you?"

I nodded, "kinda yeah."

"Ha! That's rich!" Johnny chuckled, "anyway sis you haven't told him about the deal with Amazon yet."

"Alright already! I'm getting to it!" Sue huffed, "anyway Peter, the deal with Amazon went through, we got them to accept the SA as a more advanced version of the Kindle, we did have to make a few modifications to it, but it shouldn't be too different."

I shrugged, "it's cool. So? What's the deal?"

"Well the Baxter building was given 2 million for the rights of manufacturing and you will get 5% of every SA ever sold as royalty checks."

"How much are they going to sell it for?" I asked curiously.

"Around a 1,000 dollars," she smiled.

I whistled, "damn, that's like 50 bucks in my pocket for every SA sold."

"Yup! So use the money wisely Spider, don't grow a big ego you here?" Sue warned with a wink, quickly getting on the phone with her patent lawyer to talked about Parker Blood.

I was grinning ear to ear that night when I went home. Ben and May were curious as to why, I had cashed in the check Sue gave me and dropped ten grand on the table starting them both. Ben had actually gotten scared thinking I had robbed an ATM or something.

I just laughed and told him the truth, and after a call to Sue Storm just to be sure, they hugged me and whispered they were proud.

I made them take the money to pay for the bills that were piling up in the mail. They refused of course like the nobel people they were, they insisted I use the money for my college funds or something similar, but I was just as stubborn as them, and maybe a little more so.

I had to tell them about the royalty checks Amazon would give me to finally get them to agree to take the cash. That night Ben told me in private how things were barely holding together at home and how the cash I gave them would really turn things around. May didn't want to admit it, but Ben knew what had to be done.

So with that done I finally began to make myself a proper costume for myself. Don't get me wrong, the jacket was perfect and all, but it was still just a jacket. If I was going to fight crimes and people I needed to become better.

So I used the tech I had on hand to make myself a new costume.

I got a SHIELD tactical suit from the armoy in the bunker, with Natasha's permission of course. It was made of a polymer blend with ten layers of treated composite materials, it provided a state-of-the-art ballistic protection, plus it came in black!

I then created a miniature arc reactor of my own design, it's body shape hexagonal instead of circular and it's internal wiring system replaced with Parker Blood, it caused the reactor to glow black, but it also allowed me to reduce the size of the machine to just three inches of height.

I attached wires of PB to the reactor and spread them across the suit like lines on a circuit board. Since of course they were just wires and could easily break on impact,so I added a layer of red cloth of the same polymer blend over the wires that was semi-transparent.

When the arc reactor was active the wire glowed on the red surface, it looked like a giant black web. It spread from the chest all the way down to my arms, upper back, around my hip and along the side of my legs. The Parker Blood wires were like a circulatory system for the suit, glowing black with energy transferred around the whole suit.

It really did look like the classic Spider-man costume, expect with black and red instead of red and blue.

I also decided my web shooters needed an upgrade. They were great as they were, but I needed them to be more powerful, to do more. I also needed to add in the repulsor technology into them and that would be a challenge.

I put in more features into the web shooters, made the range of webbing I could fire out much larger. I also worked in a way to create a thick blanket of webbing, which I could use as insulation in case I ever fought someone who I couldn't touch directly.

I then went a little mad, adding in more and more additions to the shooters. A cartridge I could throw like a grenade, webbing that won't ever tear, and even a laser guided web bullet that could fly over a 100 feet.

But the shooter began to become too heavy and clunky, I couldn't fit all these new changes around my wrist alone, so instead of just a wrist band I decided to do a full gauntlet instead.

It was actually based off the drones robotic design. I designed the gauntlets to go around my fore arms and carry inside it spare web carriages that would automatically switch when an old one ran out. Sort of like a machine gun changing rounds automatically.

I also left a lot of empty room inside the gauntlet, so that I could one day add more interesting features to it. Right now I had a small computer inside that acted like a phone, GPS, navigation, google, the works. I had an SA to serve as the screen and a small key pad underneath it. It wasn't much, but it would do for now.

The gloves were attached to the gauntlet and were made of a polymer similar to my suit. I attached knuckles bracer on it, it would give my punches an extra oomph. I also attached a small repulsor in the palm of my hand, strong enough to be used as weapons. Sorry Tony, I might have to rip you off.

The gauntlets were silver, breaking away from the whole Black and Red colour scheme I had on hand. I knew I had to find a way to hide these in plain sight, so I made it such that they fold into themselves into the size of two large smart phones and be hidden away in the stretching of my bag if need be.

I thought of sticking repulsor to the bottom of my feet as well but they were just too big and clunky. I needed my speed and balance as Spider-man, and sticking two large disks under my feet would throw me off balance. So sadly Spider-man wouldn't be able to fly any time soon.

I then moved onto my mask. While the cloth mask was classic and all that it was also kind of stupid. I was swinging through the city on a rope at near terminal velocity, one mistake and I'm flying towards the ground and if I'm not careful that could mean my head gets split open like a coconut.

So I decided it would be best if I made a helmet instead. It was actually something Johnny helped me with, when it came to things that involved cars he was the best. He helped create a helmet that could be collapsed into half it's size without losing its structural integrity.

I made the helmet smooth and all encompassing. I added the nightvision goggles I stole from Rhino and his crew into it, figured it would be useful later on. I still had a lot of upgrades I could make, but for now this was perfect.

When not in use the helmet would collapse into a face mask that could then expand around my head to form a helmet that fit perfectly. I even made the surface out of alternate hue panels that could change colours on command, so when not is use it would look ordinary, but while I had it turned on, it would become red with black web lines covering its surface.

I was finished working on the costume in the middle of December. I put it up on display in my lab at the Baxter building and sighed, there were so many things I could adat into it, but I would need to be patient, I didn't have the tech yet.

Just then the doors opened up and Sue walked up. "Hey Peter, I wanted to talk about the PB patent, I-" she stopped noticing my suit hanging on the wall. She whistled, "so this is what you and Johnny were working on."

"Yup," I sighed as I checked the gauntlets one more time, collapsing them before turning them back to normal, I really had to be sure they worked when I needed.

"He wasn't kidding, this is ingenious," Sue examined the suit, "you sure Stark won't mind you ripping of his tech?"

I shrugged, "it's not technically his. With the addition of the PB unit it's a completely different machine altogether. The arc reactor might be similar to Stark's, but I don't really think he would sue me over that."

"Whatever you say Pete," Sue said further examining the suit.

"So Sue, did you need something?" I asked.

"Oh, right, it's about the PB patent, I managed to streamline it and people have began to take notice. I kept your name out of the spot light for as long as I could, but if we are going to go public with this you might garner a little attention."

I shrugged, "it's fine. I can handle it. Anything else?"

"No, just sign these," Sue handed me a couple of documents before turning back to the suit, "mind if I take a look at the specs for the suit Peter? It's very...interesting."

"Sure, knock yourself out, you know my terminal's password?" I asked her looking over the patent documents.

"Yup," she quickly began to look through my notes. Sometimes I forget she's as bit the scientist Reed and I are. She is always forced to take up the business side of thing I rarely see her actually behave like a scientist and experimenting with new stuff. But I guess that's life, you don't always get what you want.

Just then my phone buzzed. Curious I picked it up and found a message from an unknown number. I opened it up and read;

 _Peter,_

 _This is Norman Oborn, Harry's father. I would like to invite you and the rest of the Baxter Foundation to Oscorp's annual Christmas party. I assure you you will regret it if you don't. Many of my notable scientist will be attending and can be a learning experience for you._

 _You are each allowed to bring one guest to this event. But note this isn't just a party, I will also be using this stage to announce Oscorp's yearly goals for the next year, I'm sure your scientific mind is curious to see the amazing new possibilities my company has to offer._

 _Please reply with your answer within the week. The party will be held the day before Christmas eve._

 _Thanking you,_

 _Norman Osborn,_

 _CEO of Oscorp_

Man this guy was narcissistic, he mention it was _his_ company and _his_ achievements like five times!

I didn't want to go, obviously I didn't. But...if Osborn's up to something I need to find out what. I told Sue about the invitation and she told me straight off she and the others won't be coming. That man was dangerous and the FF couldn't be seen working with him.

I agreed, but since I wasn't a member of the Fantastic Four I wasn't bound by the same limitations. So I accepted the invite. I had a few days before the party, so until then I could prepare for anything.

Something felt off about this party, and I knew Spider-man would be needed. Hm...maybe I should ask Felicia if she wants to go?

* * *

 **I hope you all enjoyed that. Yes, he is getting a new costume. A supped up version of the Superior Spider-man costume. Also yes, finally they went on a date. A real date.**

 **Also, next chapter will be a little...steamy.**


	11. A Christmas Night's Dream

"So what's this play about?" Felicia asked for like the hundredth time.

"Love and how complicated it can be," I told her as we waited outside our school auditorium doors, waiting for them to open so that we could finally get out of the cold. It was late December now and snow was falling freely. Felicia was shivering, guess he didn't expect to wait out here for so long.

"Here, you seem cold," I told her as I handed her my jacket.

"Well aren't you a romantic," she grinned pulling my coat closer, "hm, smells like cinnamon. You sure you don't want it?"

I smiled, "no, it's fine. I'm warm enough."

"Well you are hot blooded," she grumbled pulling down her shirt collar to reveal hickies, "you couldn't have shown some restraint?"

I blushed, "sorry, you make the cutest moans, I couldn't help it."

"Perv," she hissed but I couldn't hear any malice in her tone. She snuggled closer to me and sighed, "I'm sorry about the Oscorp party thing."

"No, it's cool, I understand," I whispered rubbing her shoulder, Felicia evidently didn't want to spend time in a stuck up party with high society douchebags and nerds. Her words, not mine. But I understood her frustrations so I didn't really pressure her.

"So what role is Red playing?" Felicia asked.

"Helena," I replied, in the end MJ had gotten the part she wanted and had gone on to spend two months practising the play. Harry didn't like the fact she didn't have time for him, but he didn't really seem to complain.

But speaking off Harry he didn't seem to be around, I kept looking around but couldn't find him, strange.

Just then the doors opened and we all quickly rushed inside into the warmth inside. "Finally," Felicia grumbled as we took our seats near the front.

We waited patiently for the show to begin, I told her what the play was about since English wa never her favorite subject.

When the play began I was surprised to find the kids actually had some talent in acting. And when MJ came out I was swept off my feet, she didn't miss a single word of dialog, her pronunciation was perfect. I knew she would be great one day, but now she did the rest of the world.

When the play was over Felicia and I went on stage to meet the cast. The other actors had many people come up to them and praise them, but MJ didn't have anyone, which again was strange. Where the fuck was Harry Osborn?!

"Hey Red, you were amazing," Felicia said with a smile as she handed MJ a bouquet of roses.

"Thanks Felicia," MJ smiled happily, "it means so much to me you guys came!"

"Yeah, where's Flash and his goon patrol? I expected to see him," Felicia asked bluntly, I had to facepalm, really subtle there Kitten.

"They ah, they couldn't make it, did-did you guys see Harry there in the seats? He said he would be here," MJ asked, looking sad.

"Ah, no," I smiled, "don't worry, I'm sur he would be here if he could. You were amazing MJ, really."

"Thanks Tiger," she smiled, "and it's all thanks to you."

"What? What did I do?"

"If you hadn't convinced me to take part in it I never would," she smiled, "and you helped me practise for the lines, otherwise I would never never gotten this role," she stepped forward and pulled me into a hug, "thanks Tiger."

"Oh stop it, you're making me blush," I laughed as I hugged her back, "plus it's not all me. You put in the work MJ, if you didn't you wouldn't have done shit. If you did well today it's because of you, not me."

"T-thanks," MJ said blushing.

"Alright stop with the sappy stuff," Felicia said with a guarded smile, "he's my boyfriend Red, not yours."

"Oh, are you jealous Kitten?" I asked wrapping one arm around her waist.

"No," she growled, removing my hand, "I'll see you both later, after you've finished making out."

She walked away and I sighed. I turned to MJ and smiled sadly, "sorry about that, I don't think she likes it when I tease her."

MJ smiled back, "oh it's fine Tiger, go get her. I have to call up my boyfriend and listen to whatever excuses he comes up with this time. Honestly that boy," suddenly a few more people came up to congratulate her, "Jean! Robb! You guys came!"

I quietly slipped away and ran out to catch up with Felicia, "Kitten wait!"

"Ah, are you done flirting?" Felicia shot back as she walked through the snow covered parking lot.

"Flirting? What are you talking about?! I was just congratulating her!" I argued.

"Yeah, sure, whatever you want, _Tiger_ ," she spat back.

"Felicia wait," I grabbed her hand and pulled her to me. She tried to break free but I didn't let her, she needed to understand. "Listen Kitty MJ's my friend okay, and I'll admit I did like her, but not any more. Not until the moment I meet you."

Felicia looked away, "I don't want to hear it."

"Hey, look at me," I turned her face towards me, "I'm not leaving you and I'm certainly not replacing you with anyone else, least of all with MJ, got that?"

"Yeah," she looked away, embarrassed to meet my gaze.

I sighed and looked up, "tomorrow's Christmas eve right?"

"Yeah," her voice was muffled as she spoke through my chest.

"Hm...well, I was going to wait until tomorrow to give you this, but..." I reached into my pocket and pulled out a small black disk.

Felicia looked at it and blinked, "what is it?"

I clicked the center button and a holographic photo of us was displayed, "I made it in the Baxter Building. I know we just started dating, so expensive gifts were off the table, but...well I figured you would like something more thoughtful."

Felicia looked at the hologram, it was us when we went on our first date in the movie theater. She smiled and turned to me, "I'm sorry, it's just...I never did this before. You're the first serious boyfriend I have and sometimes it feels like I'm slipping away from you. You're always working, we barely get to spend any time together and..."

"Hey, I'm new to this whole relationship thing too, we'll take it one step at a time okay?" I told her planting a kiss on her cheek, "Merry Christmas Kitten."

She took the gift and smiled, "Merry Christmas Tiger," she then kissed me back on the lips. I dropped her off at her house and then went home to get ready. It was time for the Oscorp party, and I was going stag tonight.

I was wore the same suit I wore to Homecoming, it was after all an Oscar party, high class and all that shit. However I wasn't going unarmed. I wore my Spiderman costume underneath my suit, I switched off the arc reactor making the suit seem more like a one piece thermal wear than a superhero costume.

I had my mask hidden inside my suit jacket in its inactive flat board form and the gauntlets were hidden up my sleeve.

I took a cab to Oscorp towers, when I reached I noticed people were already gathered, all dressed in expensive looking clothing, walking into the large tower like they were about to visit the mall. But then again Norman did say he was going to make an announcement today, so it might be kind of like a shopping spree for the wealthy.

I got in with little hassle, I had to show the text Norman sent me as proof of invitation along with a driver's licence. I stepped into the lift with a beautiful blonde woman and her date, they pressed the button for the top floor, guess that's where I'm going as well.

The elevator opened up revealing a high class ball room with people filling it up by the second. I walked in and slowly moved to the corner not trying to draw attention to myself. I looked around, there was food being served near the back, waiters with snacks and drinks, a band playing soft classical music off to one corner and in the center a large circular structure of some kind that was covered by a cloth.

It was obvious the hidden machine was what everyone was here for, but I couldn't sneak in and get a look underneath, too many guards around it keeping a watchful eye. I could cause a distraction, but I doubt something other than Iron Man dropping in could surprise them. I could ask Johnny to show off, but Sue told me the FF had to stay out of the public eye when it came to people like Osborn.

I was fucked and I knew it. I had to sit here and wait. I looked around, I recognized some of these people, the mayor of NY was here, so was the DAY, a few police captains judging by the uniforms, a handful of celebrities that I knew and I'm sure many more I didn't, and even the occasional scientist that were out of place, since they were nerds and had no fashion sense...like me.

I was about to just walk around and get something to eat when I spotted Harry off in the distance with Flash by his side. They were discussing something, I was just about to run and hide when Flash looked up and immediately spotted me.

"Parker!" Flash smiled, he pointed at me and Harry quickly spotted me too, great, just great. They both quickly walked up to me with matching grins. Fuck me.

"Osborn, Flash," I nodded at them, "I suppose I would find you here."

"Yo Peter, how did you here?" Harry asked in surprise.

"Your father gave me an invitation," I told him, "he said I would be interested in some kind of announcement."

"Oh, right, of course he did," Harry grumbled.

"This party's kind of lame though," Flash growled, "we can't get any beer and the adults are so boring!" Just then a supermodel passed by and all three of us watched her pass by, "but ah, it is important."

I rolled my eyes, "sure it is," I turned to Harry, "why did you come to MJ's play?"

Harry blinked, "oh shit, that was today wasn't it?!"

I nodded, "yup."

"Oh man I'm in so much trouble! I couldn't help it, my dad wanted me around her to set this whole thing up!"

I shrugged, "don't care Osborn, but I suggest you call her up and tell her that."

Harry sighed, "yeah, I'll do that Pete, thanks."

"You know Harry, didn't your dad mention something about seeing him in Peter showed up?" Flash asked.

"What? He did?" Harry asked in surprise.

"Yeah, remember he told us to bring Peter to him when he arrived? He told you like ten minutes ago."

"Oh, right, you're right. Come on Peter, let's go," Harry sounded even more defeated now. Was he trying to hide the fact that Norman wanted to see me? Why? Because...because Norman likes me and always compares Harry to me. Of course he wouldn't want me to meet him and give more reasons for Norman to push him down.

We walked into the heart of the crowd with Harry leading the way. Flash and I followed him the people there spared us a single glance before dismissing us, good, not many of them know of me yet, or else this would be troublesome.

We reached Norman who was currently talking to the couple I was in the elevator with. By his side was another couple, a short man of average build and messy brown hair and my his side a woman around his age that looked kind. The man looked familiar, but I couldn't quite put my finger on it.

"Father, Peter's here," Harry spoke softly.

Norman turned to us and glared at his son for interrupting his conversation, but once his eyes landed on me they were full of joy.

"Ah Peter! Glad you could make it, please come," he dragged me forward, dismissing Flash and Harry off. They looked reluctant to leave but one glare from Norman ensure they ran with their tails behind their legs, fucking cowards.

"Connor, Natalie, Otto, Rosey, may I introduce this young man Peter Parker," Norman showed me off like a proud parent, putting his arm on my shoulder, "he's a friend of my son's from school and only recently I learnt of his amazing talents in the field of science."

I froze at the name Otto, Otto Octavius, the man who became Peter Parker's most feared enemy right behind Norman Osborn himself. He was the short man holding hands with Rosary, I saw matching wedding bands, she was his wife, which means….fuck...the events of Spider-man 2!

"So Peter, interested in science are you?" Otto asked with a genuine smile, "tell me, what's your favorite field?"

"I-I," I gulped, "I don't really have one. I just follow what interests me at the moment."

"Oh, and what would that be?"

I thought it over for a moment before answering, "alternate sources of energy."

"Ah, there you have certainly come to the right place," Conner, an older man with grey hair whose date looked young enough to be his daughter, though judging by where his hand was I highly doubt that.

"I'm sorry, what do you mean?" I asked, feigning ignorance. I knew the reason of course, Otto Octavius was trying to create an new source of energy, and he would do it by creating a miniature sun. That giant machine hidden under sheets must have been his experiment, meaning he was going to perform it now!

"Well you see my husband here is the leading scientist on that field," Rosey said patting Otto's shoulder, "and tonight he's going to change the world by creating the first source of clean energy."

I raised an eyebrow, "I think Stark already has you beat on that front."

Otto laughed, "true, Stark's arc reactor can power one of his suits, but my experiment can power an entire city."

I raised an eyebrow, "how?"

"Well now Peter you'll just have to wait and see," Otto said winking.

I snorted, "yeah, I don't think so, not the patient type, let's see," I looked over at the hidden machine and started to recall anything and everything Peter ever read about Otto Octavius. "You did your doctorate on the process of nuclear fusion fusion happening in the heart of stars and how one can create such a reaction without a large amount of capital mass. You did other things of course, gave several different contributions to the fields of mechanics and biotech, but...stars have always been your go to research subject. Five years about Osborn hired you and you have been working for him ever since...clean energy was it? You're...you're making a miniature star."

Their faces were ones of shock. Otto himself looked like he was going to have a heart attack, Norman was the only one who smiled like the cat that caught the canary.

"Told you he was clever," Osborn beamed.

"H-how do you know that?!" Otto asked.

"Educated guess," I shrugged, "you want clean energy, you study nuclear fusion in stars, put two and two together and boom."

"Peter, would you like a job?" Rosey asked.

I shook my head, "thanks ma'am, but I already have one."

"What? Where?!" Conner asked.

"The Baxter Building."

Otto's chuckled, "that actually makes sense. My word, how didn't you notice him before Osborn? He would have made an amazing addition to my team!"

"Alas that will always be my greatest regret," Osborn sighed, "well I'll leave you two and Peter to talk science, Conner, Nataline, would you like to get a drink?"

They left leaving me alone with Otto and his wife. I knew I shouldn't be too worried, the man wasn't evil yet, but at the same time, he was dangerous. I knew what was going to happen, the shields he had installed in his machine would fail and people would die...maybe I could prevent it?

"So Dr. Octavius, tell me, what safety measures have you installed that makes sure the world doesn't burn up in nanoseconds?" I asked.

"Well Peter you see I have four magnetic shield generators that keeps most of the heat and magnetic bursts within control. We'll be safe."

"I see...and when the sun doubles in size? Did you account for the sudden increase in sun that can causes an exponential increase in magnetic disturbance?"

"Excuse me?"

"Well you are going to increase the size of the sun right?" Otto nodded, "then won't the magnetic attacks against the shield, which also increased in size? Would the shields be able to handle the sudden stress?"

"I..." Otto trailed off, I could practically see the math running in his head. He suddenly stopped turning pale, "no...it wouldn't!"

"Otto?" Rosey asked.

"Rosey we need to change the settings, now! The entire system will fail if we don't!" Otto immediately ran off without another word. Rosey looked between me and her husband before giving a short apology and going after Otto.

I smiled, crysis hopefully averted. I saw Otto run up to four people, possibly his assistants, and together they quickly ran to Osborn. They whispered something into his ear and he looked pissed.

Osborn asked Otto why, and Otto pointed at me. Fuck. Osborn's eyes landed on me in surprise before he nodded at Otto. Otto and his team then went under the cover of his machine and I could see lights turning on under the sheets. I sighed, thank god.

I walked away, I so didn't need the Osborn glare right now. I walked to one corner of the party and sighed leaning up against the wall. I wonder what Cat is doing?

I called her up, "hello?"

"Hey Kitten."

"Oh, hey Tiger. How's the party?"

"Lame. The only ones here I can talk to are Flash and Harry."

"Hm, sounds tough. Did you tell him MJ's pissed?"

"Yup."

"Did he care?"

"Not really," I sighed. We talked for a bit before Otto announced the presentation was going to start. I had to hang up, though I promised I would call her later tonight.

Everyone all gathered around the giant machine, I stood in the back near the wash room just in case I needed to make a quick getaway in order to change into Spider-man in case everything still went to shit.

Otto gave his speech, about how he was going to revolutionise the world and how they saw energy. He then brought out the arm, the four mechanical arms I hoped I would never face. He removed his jacket revealing a white muscle shirt underneath as he attached them to his spine.

The arms came alive, moving to his every command as he moved them around for the amusement of the gathered people. He then brought out a glob of tritium which would fuel his miniature star.

He took it gently with one of his arms and placed it in the center of his machine. He then activated it and slowly nuclear fusion began to take place as a glowing ball of fire began to grow inside the machine.

I slowly edged away towards the bathroom, but so far it looked like everything was alright. He must have taken my advice to heart. I looked at the shields, they looked perfect.

The sun rotated on it's axis for minutes on end, people took pictures upon pictures. And at the ten minute mark Otto switched the machine off, turning the sun back into the ball of tritium it came out of.

I sighed in relief, everyone clapped, it all went off without a hitch. And best of all? Otto won't end up a supervillain. Thank God or whoever the fuck was the equivalent of God in this universe.

The party then returned to its festivities, people were talking excitedly. I decided maybe it was best I left, now that I knew Otto would be okay.

But before I could leave Osborn and Otto intercepted me.

"Peter, do you know what done?" Osborn asked.

"Ah...prevented a city wide disaster?" I asked.

"That, and made sure my life's work wasn't destroyed, who knows what could have happened!" Otto exclaimed.

"Yes, we'll be sure to discuss your...mistake in detail Otto," Osborn hissed at him before turning to me, "this is the third time I find myself in your dept Peter. And this time I will not take no for an answer, here."

He handed me his phone and I saw a munch of stock details, it was his company's stock and it was rising in profit. "Congratulations," I told him, "what does this have to do with me?"

"This is one percent stock in my company Peter, as of five minutes ago it has been credited to you."

My eyes went wide, "rich man says what now? Mr. Osborn I can't take this!"

"I suppose you don't really understand how much money you made me," Osborn laughed, "you really are a miracle worker Mr. Parker. Trust me, this is the least I can do."

I didn't know what to say, "thanks?"

"My pleasure, now if you'll excuse me," he quickly left leaving me and Otto alone.

"Now I'm really disappointed in Osborne, if he had only recognized your genius a few days sooner," Otto sighed, "but enough of that. You have done my a great service Peter, I just know one day it'll be me coming to see your latest invention. I look forward to that day, if you need anything from me, please, just ask."

We spoke for a little while longer, I really was curious about his technology and how it worked. He gave me the basic details of it, and when I asked him about the mechanical arms he admitted they were more a side project than anything. Heck, he hadn't even patented them yet. Too much of a hassall.

I bide him farewell and left the party. I got an idea, if Doc Ock was never going to exist, and Otto didn't really care for the mechanical arms, maybe I should take a swing at them?

The idea of having four extra sets of limbs certainly was interesting. Maybe two can shoot out web lines and swing across the city line? Maybe I could use the other two as an extra set of hands? Oh the possibilities were endless!

I went downstairs and was about to hail a cab when my phone buzzed. I looked at the contact, it was Felicia.

"Hello?"

"Tiger...can you come over?" she sounded nervous. Why?

"Yeah, sure. What's up?" I got into a cab and gave Felicia's address.

"I...I need to tell you something."

I blinked, was she finally going to tell me about her other identity? "I'll be there as soon as I can."

I quickly arrived at her place and got into the elevator. I was nervous, I had my costume underneath my suit, if she was going to show herself to me then...maybe it's time I tell her about me.

I knocked on her door and she called out, "it's open! Come on and lock it behind you!"

I did as she said, locking the door behind me. I came into her place once before while picking her up from a date. I never met her mom though, it seems like she was never there to begin with.

"Kitten? Is everything okay?" I asked.

"Yeah, just...come in," she called from her bedroom.

I pushed the door open and found myself in an empty room. I walked in and closed the door behind me. "Kitten? Where are you?" I saw something move behind me, I turned around and gasped seeing her dressed up in her full Black Cat costume.

"I...remember the first time we spoke? About how the names we pick are the truest measure of who we really are?" Felicia removed the domino mask, "this is who I am Peter. My name is the Black Cat and...I'm a thief."

I looked at her for a few seconds, she grew nervous at my silence. And then I smiled, I went up to her and pushed her against the wall kissing her with all my will.

Felicia pressed her hands against my chest in surprise at first but slowly leaned into the kiss. When we finally stopped she looked at me, "what was that?"

"That was for finally telling me," I smiled.

She looked shocked, "you knew?! How?!"

I smiled, "because Cat, you're not the only one with a secret," I took off my jacket and unbuttoned my shirt revealing a red and black uniform underneath. I slammed my hand on my chest, activating the arc reactor, causing the black webs to appear over the red of my costume, and the spider to take center piece.

She gasped as she meet my eyes, I grabbed the mask hidden in my suit pocket and activated it, snapping the helmet around my head, "hey Cat."

"Peter, you're...you're," she looked at me like she was seeing a ghost.

"Told you I had a girlfriend," I smirked deactivating the mask and putting it aside, "like the new costume? The jacket was cool and all, but I felt like I needed an upgrade."

"You're Spider-man?!" she gasped.

"Yup, though ah keep it down, it is supposed to be a secret identity," I chuckled.

"You-you, how could you not tell me?!" she yelled.

"How could you no tell me you were the Black Cat?" I simply asked.

"I-, you knew?! You knew I was the Black Cat?!" she asked.

"Yup."

"Since when?!"

"I had a suspicion the moment you walked into the class for the first time. You ah, you left quite an impression me the first time we meet, in costume that is. You looked so damn beautiful, especially those eyes, I don't think I'll ever forget your eyes. And when I saw you as Felicia Hardy I thought you might be the Black Cat. It wasn't until we talked did I know for sure."

"But I," she gaped, "you ass! You complete and utter ass! Why didn't you tell me?!"

"I already told you Kitten, remember? That night when you complained to Spider-man you were worried about me? I told you I had a girlfriend who's secret I knew and I wanted to wait until she trusted me enough to tell me herself."

"I thought you were talking about her cheating on you or something! Not this!" Felicia gawked, "this makes so much sense. The flirty behaviour when we were both in masks, the jokes, the inappropriate touching-"

"-Hey I didn't touch you inappropriately!"

"Yes you did," she rolled her eyes, "you must have pinned em to the ground at least ten times while in costume."

"Well...that was because I was trying to stop you from stealing," I shrugged, "sue me, I didn't want my girlfriend to go to jail."

"And if I did?"

"I won't let them," I growled as wrapped my arms around her, "you're mine Felicia Hardy, ain't nobody's going to take you away from me."

"You noble bastard," she whispered in a husky voice, jumping on me, wrapping her legs around my body

I moved back on her bed, lying down with her on top of me. Her fingers ran down the back of my costume, trying to find the zip. She broke the kiss and growled, "take it off, now."

I raised an eyebrow, "someone's impatient."

She grabbed my mouth and bit my lips, "you're damn right I am. It's time I did something I should have done a long time ago….Spider."

I took off my pants in a hurry and threw my shoes across the room. I then activated my suit's delocking function causing it expand two sizes bigger allowing Felicia to pull it right off with no restraint.

She ran her fingers down my abs, "these muscles, I should have guessed."

"Yeah, you should have," I grabbed her into a kiss and rolled around pinning her to the bed. I hooked one finger around her suit's zipper and pulled it down revealing a lacey black bra underneath.

I grabbed the track suit and threw it halfway across the room. I kissed her on the lips, slowly going down, tracing kisses down her neck and slowly her shoulder blades.

Felicia moaned at every kiss, her body squirmed under me. I wrapped my hands around her hips and squeezed her ass. Each time my lips met her skin it was like kissing fire, her blood rushing, her skin flushing.

I hand went up and cupped her breasts, massaging them, Felicia moaned out, "don't stop."

And I didn't plan on it. I kissed her breasts harder, sliding one hand under her bra, feeling her mounds properly for the first time. The tips of my fingers felt her nipplies harder, I circled them, flicking it gently.

I pulled the bra up releasing her breasts, they were perky and could fit the palm of my hand, but I knew one day they would be twice as big. I kissed her neck, slowly going down once more to her glorious tits, one finger still teasing her left nipple.

I kissed her right breast, sucking on it long enough to form a hickey. She shuddered under me, I could feel her legs rubbing together. I felt my own dick harden in arousal as I pressed it against her pelvis, slowly grinding up against her.

My mouth slowly circled her left nipple, teasing her, tongue licking around, but never quite touching the areola. She moaned in frustration and I moved, swallowing her nipple in one gulp, likking it, sucking it.

"Don't stop," she growled again as her nails dug into my back. I felt sharp twinges of pain, but that only fueled my lust for this silver haired goddess below me.

I growled as I pulled away from her breasts, my hands grabbing the hem of her pants and pulling them off immediately. Felicia gasped as she crawled into her bed, I jumped in after her.

I leaned down and kissed her, she wrapped her arms around my neck pulling me into bed. She grabbed the covers and threw it over us, wrapping us in warmth.

"Felicia, I want you," I growled into her ear as my fingers played with her nipples and my groin pressed against her pelvis.

"Tiger," she gasped, "oh I need you, now," her hands slipped down and curled into my shorts. Her fingers glided South, I gasped as I felt her touch the head of my dick and try and wrap her fingers around them.

Her eyes went wide, "woah," she looked at me in amazement.

I smiled back, "surprised?"

"Oh God yes," she slowly slid her hand further down to my base, her mouth growing wider and wider the more time it took. When she finally did reach the end of my length she gasped, "you're huge!"

"And just think," I whispered into her ear, "by the end of this night that's going to be inside you." Thank you Peter Parker, it really was a mystery how he managed to hide his hung wang while wearing spandex, but whatever, that's comic book logic for you.

She shivered in anticipation, though I knew there was a little fear in there as well. I pulled our blanket over my head and slowly burned a trail of kisses down her body. I stayed for a hike at her nipples, taking turns to tease and lick each one.

I then kissed her stomach, and then slowly I reached her legs. I wrapped my fingers around the straps of her panties, a black set that matched her bra and slowly pulled them down. She whimpered when I slid them off her legs and threw them to the side, her legs were pressed close, she was nervous.

I took her legs and kissed her toes. She flinched in surprise as slowly I kissed her ankles, her shin, slowly making my way down her muscular legs. Her legs loosened, I put my arm on the other and slowly pushed them apart revealing her perfect pink lips.

"Felicia," I whispered though I knew she could hear me. I lowered down to her core, her scent so strong it was intoxicating. I tuck my tongue out and gave a slow long lick along her lips, "you're perfect."

"Tiger," she gasped, her hands grabbing my hair, "don't."

"No," I pushed her hands away, "mine, I'll have you Felicia Hardy in every way I know how. Now, scream my name," I covered my lips over her clitoris and sucked on it, nibbling it lightly.

"Peter!" she yelled as her hands pushed me deeper between her legs. I licked her entrance before thrusting my tongue into her tunnel. I eat like a man who lived in a desert, lapping up every drop she produced.

Felicia's body squirmed, but I held her leg down, my fingers squeezing onto her fat thighs as I pushed her further and further. Her legs wrapped around my head, "don't stop Tiger! Ke-keep going!"

I obliged, lapping at her core harder than before, my tongue roughly licking her clit over and over. I brought up my fingers and pushed one inside, Felicia yelled in surprise, I didn't stop as I fucked her cunt with one finger, curling it inside her, rubbing her from the inside.

And suddenly she screamed, "Peter!" she yelled as her body froze, her lips began to gush as I smiled. I lifted my head up, the blanket thrown off to one side from her constant squirming.

I looked down at her, her arms covering her flushed face. Her breats heaving from the orgasim, I felt proud, powerful, as I looked down at the woman I won over. There was a primal part of me that demanded I make her mine, and I wasn't going to deny it any longer.

"Felicia, you are mine," my voice came out like a order, "do you understand?"

She lower her arms and looked at me dead in the eyes, "y-yes."

I slapped my palms against her fat thighs and grinned, "good," I bent down and kissed her on the lips. She gasped at the taste of her juices on my tongue abut slowly lapped it up swallowing my saliva mixed with her own juices.

"Are you ready?" I asked her.

"Yes," she replied.

I grabbed the helm oh my boxers and stripped them off, throwing them across the room. My dick swung up hard as a rock, standing up in salute to the woman before me. Felicia's eyes meet it and her mouth parted in awe.

"Do you have a condom?" I asked.

"No," she whispered as she wrapped one hand around my neck and pulling me down, "I'm on the pill, it's fine."

"Okay," I whispered as I kissed her on the lips, slowly moving my hips backwards before lowering them to press between her legs.

"Peter," she called out.

"Yeah?" I asked.

"I love you," she said in a voice that was barely a whisper.

"I love you too," I whispered back, without hesitation.

I slowly began pushing my rock hard cock into her gushing cunt. She winced as I felt something being pushed around my cock like a vice. "Are you okay?" I stopped and asked.

"Yes, just...slowly," she gasped.

I looked down, I spotted a hint of blood around my cock, I had just taken her virginity. I knew it was painful, so I silenced her whimpers with a kiss, running my fingers down her hair. Her fingers dug into my back, her legs slowly wrapped around me, she pulled back and whispered, "go."

I sucked on her neck giving it a hickey making her focus on the pleasure instead of the pain as I slowly moved my dick further into her lower lips.

I felt her fingers dig into my back drawing blood, I didn't mind though as I moved into her until I felt my head hit her cervix.

Felicia gasped, "oh God!" I wasn't even all the way inside her, I still had an inch or so of my ten inch member left. I slowly pulled out of her before sliding back in.

I slowly began to increase my pace as her pants grew louder. They were loud and meaningless as my hands grabbed her tits, squeezing them as I bit her lips. She pulled up and captured my lips, moaning into my mouth as I began to fuck her at a comfortable pace.

I then suddenly jerked my hips forward, smashing my cock head into her cervix. Felicia moaned in pleasure as she broke the kiss, shwoveing my head into her breatst.

I took this as an invitation and began to kiss her tits, licking her nipples before playfully biting them. I kept fucking her cunt, I could feel it contracting around my cock as she grew tighter and tighter.

"Are you going to cum for me Kitten?" I asked her licking her nipples.

"Y-yes!" she moaned.

"Cum Kitten, come for me, scream my name, let the world know who's fucking you!" I yelled as I grew impatient, slamming my cock into her tunnel. She gasped again and again, and then finally she let loose.

"Oh Peter!" she yelled like a banshee, her nails scratching up my back, her legs wrapped round my hips as she shuddered. I felt my release coming quickly as I kept smashing into her cunt, desperate for release when it finally came, causing Felicia to whimper as my cum filled her up.

Slowly she let go, her arms falling to the side limply, her legs folded apart besides me as I slowly removed my dick from inside her, a trail of sperm leaking out of her cunt.

I slept down besides her, my hands wrapped around her head as I pressed her head into my chest. I could hear her breathing slowing down, I smiled as I rubbed my hand down her naked smooth back.

"That was amazing," she whispered.

"You were amazing," I replied.

"I...I said it didn't I? I told you...I love you," she repeated, it wasn't a question.

"Yes...do you want to take it back?" I asked in fear.

"What?! No! D-do you want me too?"

I kissed her on the lips, gently this time, "never. I love you Felicia Hardy, and more importantly, I trust you."

Her eyes went wide, as she heard my words. I knew I couldn't tell her everything just yet, about me not being the real Peter Parker, but other than that, it was true, I did love her. And I did trust her.

She suddenly jumped on me straddling me as she kissed me with vigor and passion.

I broke the kiss and chuckled, "careful, keep doing that and you might wake up little Peter," I smiled at the pun.

"As I recall little Peter isn't very little," she smiled back, "besides, I know you have limits tiger, I really doubt-" she stopped as I jerked my hips upwards hitting the tip of my once more hard member against her butt. She looked down at me, "you can't be serious."

I grinned, I grabbed her ass and kneeled it like dough, "you bet your sweet ass I am."

"Again?"

I pulled her hips up and then shoved them down, my dick sliding into her entrance again. Felicia lowered her head and whimpered, her cunt twitched around my dick, she was still sore from the first time.

I expected her to stop me, but instead she smiled at me, "if you think you can handle me, Tiger," she growled as she lowered her cunt down my shaft, going deep down it's length.

I growled at the challenge, grabbed her hips to direct her hips to bounce along my length. I slammed my dick up into her. She gasped as slowly I slid in and out of her again and again.

"Merry Christmas Tiger," she gasped out as she rode my dick.

"Merry Christmas Kitten," I growled back as I fucked her into the night, all that came out of her bed room that night was my name screamed out from the top of her lungs and the heavy scent of sex.

* * *

 **Don't tell me I didn't warn you. I understand this was a short chapter, but I needed to put down some important things. Like Otto's experiment not ending up horribly...for now.**


	12. Doom's Rival

It was New Year's Eve. I should be out with my girlfriend jumping from building to building, seeing New York in a way only we can. I should be introducing her to May and Ben, since we were finally serious I figured it was time. I should then be introduced to Felicia's mom, if she was even at home. I should be doing many different thing right now, but instead I'm here, at work. Fuck the Fantastic Four.

"Just so you know, I hate you all," I grumbled out as we gathered around in Reed's lab.

"Oh come on Pete, would you rather be here or out there in the cold?" Johnny asked with a sly grin.

"I would rather be with my girlfriend enjoying a wonderful night in together," I growled, "not sitting on my ass in Reed's lab!"

"You aren't just sitting on your ass," Reed argued as he looked over several different calculations, "you are waiting for me to show you something super important."

"Right," I grumbled, "forgot. By the way you still didn't tell us what that something is!"

"Patience is a virtue," Reed grinned.

"You try saying that when instead of doing math you could be sticking your tongue down a hot blonde's throat!" I growled.

"Well if that's all you want I'm sue that can be arranged," Johnny threw his arm around me wiggling his eyebrows.

I rolled my eyes, "sorry Johnny, but your sister's a bit too old for me-"

"-Hey!" Sue yelled out.

"-But thanks for suggesting it, you're a real friend," I grinned.

"Hey! That's not what I meant!" Johnny growled as flames began to form on his surface, "and don't talk about my sister like that!"

" **Oh calm down kid,** " Ben patted him on the back dousing Johnny's flames, " **you shouldn't be dishing it out if you can't take it.** "

I nodded, "yup! What he said!"

"Grr, fine," Johnny turned away folding his arms in anger.

"Oh Peter, you don't think I'm pretty?" Sue asked innocently batting her eyes.

"I never said that, I just said you were too old for me," I smiled, "I'm fifteen, I won't be legal until another three years Sue."

She chuckled, "but really Peter, when are we going to meet this girl you're always talking about? Felicia was it?" Sue smiled, "you really should bring her over sometime."

I shrugged, "yeah, maybe. I just need to make sure she's used to the whole the superhero thing, she seems okay but I know that deep down she's still a little shaken up."

"Wait, what?! You told her you're Spider-man?!" Johnny yelled out, "dude! What the hell?!"

I shrugged, "what? I like her so I told her. She knows how to keep a secret, plus it will be weird if we continued this relationship with such a huge part of my life being kept away from her."

"That's….very nature of you Peter," Reed admitted from his lab, "very thoughtful."

"Thanks," I smild.

" **Do you have a picture?** " Ben asked.

"Oh, yeah," I took out a holographic displays and turned it on, the picture of us at the movie theater on our first date was displayed, "ta-da."

"Woah!" Johnny whistled, "damn dude! How the hell did you score that?!"

I smiled, "simple, I'm awesome."

"She's very beautiful," Reed nodded, he noticed Sue looking at him and quickly spoke again, "congratulations Peter."

" **Treat her right kid, a girl like that is rare to have,** " Ben spoke grimly, from experience or not I don't know.

"No, seriously Peter, how? How did you get someone like this?" Johnny growled, " mean come on! I'm a freaking superhero and you're just a wimpy kid!"

I shrugged, "a wimpy kid with a charming smile."

"Yeah right!"

"Oh I don't know about that, he seems charming to me," Sue winked.

I immediately blushed, "I-I ah, thanks?"

"Yes! Pay up Reed!" Sue grinned.

"What? Oh, god dammit Peter!" Reed yelled as he took out a ten dollar note and slapped it on Sue's outstretched hand, "would it kill you to not be so damn shy?!"

"Did you have a bet to see if She could embrace me?" I asked disbelievingly.

"Ah, no, that's not important, what is important is that I'm ready," Reed announced stepping away from the machine he built in the middle of his lab. It was huge doorway, like three slabs of stones creating an arch. The other side was closed, but judging by the systems and machinery on the machine's frame it wasn't exactly a door.

"Never thought I would be seeing this thing again," Johnny sighed.

" **You and me both kid,** " Ben growled as we all stepped up besides Reed looking at the machine.

"So ah, to the member of the team who has no idea what's going on, can someone fill me in?" I asked.

"This is a version of the dimensional teleporter that gave us our powers," Reed explained, "I adjusted the settings so that we can't actually go through, just observe the world on the other side."

"Okay...and the reason you did this is….why?" I asked curiously.

"Our powers comes from an alternate dimension," Reed explained, "but without studying that dimension I can't tell just how this happened to us."

I whistled, "so, what are we waiting for? Fire it up!"

Reed nodded, "right." He went to the panel and began to work at the keys. Suddenly a purple screen appeared in the doorway and I saw an image take form.

It was a barren and dead landscape that had no reason existing. The sky was dark and filled with exploding super novas and what looked like close by planets. It looked like a universe that was dying, and I suppose in a way it was.

"Damn, you guys went in there?" my voice was shaken, "just...damn."

" **I thought the same** " Ben grumbled out, " **it's not a nice place.** "

"Wait, is this the same place we landed?" Johnny asked narrowing his eyes.

"Yes, I think it is," Sue said in surprise, her eyes widened, "look Johnny! That's your footprint!"

She pointed at the screen and sure enough there was a human footprint on the soil. A human footprint...in a different dimension. Yeah, this was fucking crazy.

I slowly backed away, I didn't like the fact I was just a few steps away from landing in another world with no way to get back. A stumble and I would be lost, forever.

"Peter, are you okay?" Reed asked.

"Fine, just...don't want to risk it you know," I gulped, "one wrong move and I'm trapped in another world."

"Relax, Reed said it's fine, you can't accidently walk into another dimension Peter," Johnny waved off his worries.

"Technically I said I blocked the way too that dimension, but one can still receive things from the other side, nothing solid off course, just stary forms of energy," Reed clarified.

"R-right," I gulped.

"Now, let's begin, I'm going to calibrate the machine to detect any energy signatures that travels from the portal, Johnny can you hand me that-"

The alarms blared alive. The entire building went into security mode.

"What's going on?!" I asked.

"The scanner's picked up something coming right for us!" Sue yelled as she went to a monitor and began typing away.

"Wait what?! What's coming at us?!" Johnny asked.

"This," Sue pulled up an image of the New York skyline. I narrowed my eyes at a flew glowing figures flying towards us, suddenly the image zoomed in revealing the lights to be robots dressed similar to everyone's favorite crazy dictator.

"Doom, he's coming," I narrowed my eyes, "oh fuck, he's coming for the portal!"

"Maybe," Reed began typing into the counsel attached to the portal, "I'm trying to shut it down from here but it won't take my clearance code! Sue!"

"On it!" she yelled back as she began hacking into her own servers, "something' wrong it's-shit! He's inside and he's not letting us shut the portal off!"

"Can't we just pull the plug?!" I asked.

"No, it required too much energy to run so I put into a separate energy source that was all digital," Reed cursed himself.

" **What can we do?** " Ben asked.

"It's simple," Johnny stepped up grinning as he turned on his flames, "we kick his ass!"

"Johnny's right," Sue nodded.

"He is?" Ben and I asked in surprise.

"I am?" Johnny blinked.

"Ben, Peter, Johnny, go outside and hold him off for as long as you can," Reed told us, "we'll try and stop this portal, I'll break it apart with my bare hands if I have too! Go!"

" **Right,** " Ben nodded as he ran out of the lab.

I pulled off my shirt and pants revealing my suit underneath. I took out my mask and placed it on my face, the mask exploded outwards, hugging my face before snapping in place to form a helmet. I slipped on my gauntlets and slammed my fist on my chest pieces activating the suit as black webs crawled down it.

I reached the nearest window and jumped out, throwing a web line out to swing across the streets towards the fast approaching squad of robots.

"Spider!" Johnny flew next to me, "you web them up I'll burn them down!"

"Deal!" I yelled back as we charged into the squad of robots.

I swung up into the air I shot out two compressed web shots that exploded into a ball of webs the moment it hit a Doom Bot.

Johnny then sent out twin blasts of fire burning them. Two down, around 40 go to.

"Terminate with extreme prejudice," came the robotic voice of all the Doom Bots as they began firing at us with green lasers. My spider senses with tingling, I maneuvered out of the way quickly to avoid getting killed, landing on the back on one Doom Bot.

"Heya big guy!" I yelled placing one hand on the back of his head and one on his chest, "bye big guy!" I jerked my fingers forward to activate the repulsors in my palms, blasting two holes into the robot's body.

I jumped off and landed on another one, one by one I destroyed them. Just then two Doom Bots came at from from either side, grabbing me into a their arms before they took me up into the air.

'Shit!' I realised, they were trying to drop me from a large height! Seeing no choice I pressed a palm on the chest of each robot and sent out a repulsor beam strong enough to rip them to shreds.

I ended up free falling back down, but I landed on yet another Doom Bot that then tried to strangle me.

"These things are everywhere!" Johnny yelled and he blasted a another bot away before suddenly one snuck up behind him and blasted him in the back. Johnny's flames disappeared as he fell to the ground.

"Johnny!" I roared. I turned to the Doom Bot and punched him in the chest, ripping out whatever power core it had. I then jumped away and swung down, shooting of web lies between the building's below to create a giant web net.

Johnny landed on it and I quickly followed. I crawled to him and checked his heartbeat, stable, if a little cranky. I turned up, the Doom bots were ignoring us, instead heading straight to the Baxter building.

I didn't want to leave Johnny like this but I had to. I jumped off the web and landed on a roof. I shot out a web line at a robot and pulled him down, smashing him onto the building's roof.

I slowly got up, not in the least bit concerned for any damaged parts. It looked at me and turned away ignoring me. Fucking sassy robot!

It tried to fly away but jumped on it before it could, grabbing it by the head before pulling it as hard as I could. I could hear the groan of mechanical parts trying to stay together before suddenly something gave way and the head came flying off.

I tossed the head to the side and looked up at to see the robot's surrounding the Baxter building's top floors. They all spread themselves equidistantly around the building and then spread their arms out. A green pulse of energy came seeping out of their bodies covering the building in an energy field.

"Fuck!" I was too late.

I swung to the Baxter building and tried to crawl past the energy shield, but it was too strong, not even a repulsor blast made a dent in it. I even tried going on from the inside, but the shield apparently traveled through solid stone without cutting it in half somehow.

Just then I heard the screech of a subsonic jet. I looked up and saw a black one man jet flying right at the Baxter building. I narrowed my eyes and focused on the cockpit, the man wore green and a metallic armour.

'Doom!' I growled. But before I could do anything the jet slipped into the green force field and landed on the roof of the building unharmed.

'Fuck!' I cursed, 'Doom was inside, I need to get inside!'

I looked around, okay, brute force didn't work, maybe I need to think my way out of this?

Just then I heard Ben scream loud enough that everyone in the building heard it. I grew panicked, what could hurt him?! I needed to get in there!

I looked around before I was hit by an idea, the building, the shield didn't block the building, why? Did Doom calibrate it to ignore the concrete structure? That...that was ingenious!

I crawled up to one corner of the Baxter building and punched it over and over again until it began to crack open. The broken down piece of concrete was huge, I grabbed it and tore it off, climbing up to the shield generator with the concret webbed to my back.

I slowly approached the shield, I however the concrete into the shield and grinned as it passed through unharmed. I slowly crawled past the five inches of energy and the moment I reached the other side I tore off the concrete slab and ran into the building through a broken window.

Inside I was met with a graveyard worth of broken Doom bots. Guess Ben really did a work on them.

I ran past all of them and quickly reached Reed's room where Ben was knocked out and smashed into a wall.

"Ben!" I called out leaning next to him. He was giving out shallow breaths, but still breathing. I ran into Reed's room and was shocked to find it completely in ruins with the dimensional portal sending out sparks of electricity everywhere.

"You cannot stop me Richards, Doom will have his prize!" Doom exclaimed at Reed and Sue who stood between him and the dimensional portal.

"Not likely Victor," Reed growled out as he enlarged his fists.

"Fool! You cannot hope to stop Doom!" he yelled snapping his fingers to summon forth Doom bots that came crashing in through the ceiling, "destroy him!"

Reed and were Sue were about to react to the robots when I decided to lend them a hand as I jumped into the fight and exploded out a repulsor blast into it's chest piece.

I landed before Doom and my friends, "I'll take care of the robots! You get the tin man with no brain or heart!"

"You again," Doom cried out, "I'll skin you alive for this boy!"

"Yesh, touchy much?" I jumped away as a Doom bot tried to fry me with it's lasers. I landed on the wall and them jumped of, landing on the robot before beating it into pieces with my punches moving fast and deadly.

"Don't do this Victor, you don't know what's on the other side!" Sue cried out as she created force field between her and Reed.

"No Susan, that is where you are wrong. Doom knows exactly what is on the other side! It is power!" he roared as he threw his hands forward shooting of blast of electricity that slammed against Sue's shield's slowly cracking them.

"Oh shit!" I yelled, I had completely forgotten he could do that!.

I jumped away as a Doom bot tried to smash a fist through my chest and landed on the far wall. Two robots came right at me, I waited until the last minute before jumping away. The tore through the wall and slowly turned to meet me, only to have a repulsors pressed their faces.

"Night," I growled blasting their heads off.

"Ah!" Sue cried out as Doom's attack broke through her shield sending her flying away and knocked unconscious.

"Sue!" Reed cried out before narrowing his eyes at Doom, "you bastard!" He came at him fists flying. Doom simply raised a hand and created a green force field around himself preventing any of Reed's powers to go through.

"Of all five of us who were blessed with these amazing powers, I must say Richard's, yours is the least impressive," Doom laughed as he sent out a blast of lightning shocking Reed back onto his desk.

"I won't give up Victor, not until I stop you," Reed cried as he and Victor began to fight.

I got back to my battle. Two drone came after me, I dodged them, shot a web line and then spun them around like a shot ball before throwing them into another squad of robots.

I covered them in the hardest webbing I could I turned to Reed, he was getting fried! I needed to help him!

"Hey gloom and Doom!" I yelled out.

"Who dares-" his sentence was cut short as my fist came flying at his face knocking him back.

"Reed are you okay?" I ran up to the man.

"I-I am fine," he gasped out.

"Good, can you turn of the machine?" I asked.

"Yes, just give me a moment," he turned to the controls. And I turned to Doom.

"You pathetic insect!" he roared getting back on his feet, "you dare challenge Doom?!"

"Look man, I know having a name like Doom allows you to make puns, but does every one of them have to be a pun?" I scoffed.

"Die you insolent fool!" Doom yelled sending out a blast of electricity. I couldn't move, if I did Reed who was standing right behind me would be hit with the lighting and he's the one who can actually save the day.

So I stood, despite my spider sense yelling at me to run, I didn't. It hit me like a truck, I felt my fingers and toe curl up at the shock. I stood my ground and slowly I felt the electricity being siphoned away.

He stopped his attack and I stood on my feet panting.

"How are you still standing?!' Doom roared.

I smiled under my helmet, "simple, I'm better than you," I stood up straight and crossed my arms over my chest, "now, eat this!" I threw my arms apart activating the unibeam of my arc reactor,

Doom's eyes widened in surprise as he was smashed with the full front of the arc reactor's power. The Parker Blood lining my suit siphoned off his electricity and pushed into the arc reactor. Thank's for the boost Jackass!

Finally I stopped, my hands dropping to the side from exhaustion. "How?!" Doom yelled as he slowly got back on his feet, "how do you possess this technology?!"

"I stole it off a drone," I smiled.

"Insolent fool! No matter, Doom will not be stopped!" he yelled snapping his fingers.

The drones I had webbed up to one side suddenly came alive as I tore through the webbing and charged at me. They grabbed me and pinned me to the wall. I struggled, punching my way out of this trap made from their own bodies, ripping them apart piece by piece.

"Stop Richards," Doom sent out a bolt of energy hitting Reed in the back. Reed yelled in pain and fell down. Doom stepped over his body and worked away at the terminal, and in a few short seconds the purple sheen over the portal disappeared.

"It was hopeless to even try to resist Doom Richards," Victor gloated as he walked towards the portal, "all this power, all this knowledge, and you would seek to hide it away like a bastard son? Truly thou are a fool of the highest caliber Richards."

"No, not the highest caliber," Reed grinned as he stretched out one finger and pressed a button. Suddenly the machine groaned and then started to pull everything into it.

"What did you do?!" Doom yelled as he walked away from the sucking effect of the portal.

"Sending you where you belong!" Reed yelled out as he threw a punch that pushed Doom back. But it wasn't enough to push him through.

"I got this!" I yelled sending out another unibeam that tore through my robot wardens. I broke free and ran at Doom, jumping at him, thrusting both legs into his gut that sent him flying back.

"See you! Wouldn't want to be you!" I yelled as I threw a web line at the wall and held on as Doom yet flying through the portal.

"NOOO!" he yelled. The moment he slipped through Reed stopped the machine with the press of another button stopping the portal from sucking int more items.

I sighed as I let go, panting in relief. I turned to him, "did you plan that?"

He nodded, "Victor's ego would demand someone be there to witness his victory. And his hatred for me all but confirmed that person was going to be me."

"So you turned the portal into a trap," I sighed and layed down on my back, "nice. Never doubted you for a second there big chief. I'm just-ah, I'm just going to rest here for a while, okay? Okay."

Reed chuckled as he lied down next to me, "I think I'll join you."

After I felt my body recover I went out and helped Reed destroy the barrier Doom had put up around the Baxter building. I then swung down to rescue Johnny who was still unconscious. We managed to wake him, Sue and Ben up.

The other were pretty pissed they got knocked out so easily, but were glad that Doom was finally stopped. Though Sue was sad at the lengths we had to go to stop him.

In an hours time though there were men in black suits knocking on our doors and in walked agents of SHIELD. None that I recognized, so I didn't mention I was working for them as well.

They helped clean up, taking the Doom bots for storeage. We didn't really try and stop them, though Sue did keep an eye on them to make sure nothing of ours was stolen or mishandled. They left quickly and we all decided to just call it a night.

"Yeah, don't worry aunt May I'm fine, I wasn't even in the top floors at the time," I grumbled into the phone as May once again went into a worried rant about how careful I should be, "don't worry aunt May, I'll be fine. I will be coming home late today though, I need to help clean up the lab. Okay?" She agreed and I hanged up wishing her and Ben and happy new year.

I went back to my lab and finally removed my helmet. I walked up to my table and smiled looking at the nearly fully intact Doom bot I managed to sneak away. Doom was a mad man, but he was also a genius. A crazy genius...okay, more in the crazy department than the genius department.

But unfortunately, I couldn't do that tonight, it was getting late, it was New Year's eve and I had a promise to keep.

I turned to the robot and looked around, finding it's power core and quickly turned it off. I wasn't stupid, there was a chance Doom could send a signal from the dimensional portal machine and remotely activate this robot to free him from his prison.

...what? It could totally happen, this was a comic book after all.

I put on my mask and opened my lab window. I jumped out and swung into the night. It was thirty minutes to midnight, perfect. I swung to a nearby bakery that was still open and bought a cake.

It was odd standing in line at the counter like a regular person while in my costume. Heck people even started taking pictures with me and posting it on their social media pages. I quickly payed for the cake and ran out into the night, making my way to Felicia's apartment.

I landed outside her window and knocked. Felicia looked up from her bed and smiled. She walked over and opened her window smiling, "hello stranger."

"Hello ma'am, I heard reports of a very sexy woman in need of cuddling tonight, may I come in?"

Felicia stepped aside letting me in. She rolled her eyes, "nerd."

"Your nerd," I removed my mask, wrapped an arm around her and kissed her on the lips.

Felicia humned as slwolys she pulled away. Sh looked at the parcel in my hands and smiled, "is that for me?"

"Yup! And you'll never guess what it is!" I teased.

"You bought me a triple chocolate cake with sprinkles," Felicia said with a mischievous smile.

I blinked, "how the hell did you know that?!"

"Twitter's been blowing up," she chuckled tossing me her phone. I saw the pics I took with those people down at the cake shop had become viral. There were comment below it like, 'Who's the lucky girl?' 'Damn, someone gets his fine ass this New Year and I get nothing?!' 'Is he single?' 'Keep eating cake and those pants don't fit anymore Spidey.'

I chuckled, "damn, should have know."

"So..cake?" Felicia asked.

"You do like cake right?" I smiled putting the cake on her desk.

"Oh I love cake, but I think I like you more," she wrapped her hands around me kissing me, and pulling me into her bed. She quickly went on top, her fingers tracing down my suit before she stopped the kiss and grumbled, "I fuckign hate your suit. Always hides the good stuff."

I laughed, "I can say the same thing about anything you wear in general," I pressed the release button and quickly shimmied out of it, "so, tell me, any New Year's resolutions?"

"Hm, yeah, I'm planning on making sure my stupid superhero boy friend doesn't get himself killed," she grumbled.

"Oh relax, what's the worse that can happen?" I laugh.

"That is exactly what you shouldn't say Tiger," Felicia grumbled, "you do realise now something terrible is going to happen right?"

"Oh come on Kitten, what could possibly-"

"-Felicia I'm home!"

I looked into Felicia's eyes and she glared back into my. "My mother," she hissed.

I gulped, "totally didn't see that coming."

"Get out, now!" she yelled out throwing open her window.

I grabbed my suit and tried to put it on but there was no time. I could hear her door being opened so I jumped out the window and crawled up the side of the wall and waited out in the cold snowy night.

"Felicia, happy new year dear," I heard her mother call out joyfully.

"H-hey mom, I didn't expect to see you," she sould nervous, I sighed as I quickly put on my costume, fucking universe.

"Well I got home early because I thought it would be best to spend some quality mother daughter time! Now come, I've made us reservations at that Italian place you like, wear something appropriate please."

Felicia sighed at the door closing before she stuck her head out the window looked at me, "I'm sorry, I didn't think she would be coming over today."

"It's fine, it's my fault really, me and my big mouth," I sighed, leaning down planting a soft kiss on her forehead, "go on, have fun, we'll hang out later."

"Sorry Tiger," she apologized again. I waved it off and jumped off the building swinging into the night.

Well I was already in costume, might as well do some heroing. So for the rest of the night I was out on patrol, stopping a mugging and a gang of thieves from stealing an atm machine in Hell's kitchen.

But as I was swinging by the streets I noticed a couple of homeless people wrapped around in spare clothes, huddled together around a flaming barrel. There were people of all kinds and if they stayed out here tonight it wouldn't be a good idea, the chances of Hypothermia was high.

I called the police and waited on the rooftop for them to arrive. They quickly came and escorted the homeless people to the nearest shelter. But after the police left I was surprised to find the homeless being kicked out once more. Something wasn't right.

I landed before the homeless shelter as people were being kicked out. Everyone noticed me immediately, the man in charge looked scared, a thirty something that looked fat enough to eat a family sized meal all for himself.

"What is going on here?" I asked with a growl, "why the hell are you kicking these people out?"

"W-we don't have enough funds, the city hasn't been giving us enough for all of these people," the man gulped.

"Who is incharge of your funds?"

"C-councilman Nick Daves," the man told me, his finger twitching in worry.

"Fine, how much for these people staying for one night?" I asked drawing the attention of everyone there.

"F-five thousand dollars?"

"Take them back in, I'll get you the funds," I growled at the man, swinging away with my web lines.

I swung to an ATM and quickly drew out the money. I had gotten a bank account for myself so that Sue could directly transfer the funds to my account instead of handing me checks or cash. I had enough cash for them all.

I looked around the city some more and found more people out on the streets this cold night. I convinced them all to go to the shetler.

When I went back to the shelter I came with nearly twice the amount of homeless people. The fat man in charge looked horrified.

I walked up to him and slapped down ten thousand dollars, my monthly salary for this month, "if I find that even one dollar of this money isn't being used to feed and shelter these people, I will hang you by your ankles and use your stomach as a punching bag, understand?"

"Y-yes sir," he gulped and nodded furiously. I guided all the people inside and after making sure they were safe I swung off into the night.

If I found more people out on the streets I would guide them to the homeless shelter I was funding. It was a long night, and by the end I was exhausted. I came home at around 3 in the morning. I stripped out of my costume and proceeded to collapse on my bed.

I sighed and took out my phone, I downloaded the Twitter app, curious as to what people were currently paying about me.

To my utter surprise I was trending, again. This time though it seems somehow people found out about my trip to the homeless shelter. There were pictures of me grabbing the fat man by the collar and yelling at him.

There were also memes of me, one where I was dressed as Santaclaus, one where I was making it rain money. People were even commenting about my new costume, so far it seems they loved it, calling it the coolest thing since the Iron Man armour.

There was even a video of me with the fat manager, and somehow they managed to boost the audio up and could hear me threaten him. The comment below that varied from, 'This guy's like a mother Terresa, expect with webs!' to, 'A costumed freak threaten a working man? Is this what society has come to?'. And everything else in between.

It was official, I was forever a part of the internet now. And that gave me an idea.

The next day was New Year and I spent it with May and Ben, helping them clean up the place. That night I went over to Felicia's and finally had that cake we have been saving. I spent a few hours there before my duties called, and I was forced to leave to stop a bank robbery two blocks away.

On the second though it was life as usual. I spent the morning with Natasha in the Shield bunker and she was making sure I hadn't slacked over over winter break. Honestly I didn't know SHIELD even had winter break, but I guess it was more for my sake than anything else.

"So do anything fun over the holidays?" I asked her as I jumped away from a kick aimed at my gut.

"Nothing important," she replied neutrally.

"Oh come on Red, don't be like that," I grabbed her arm and threw her over my shoulder. She landed a few feet away and immediately launched at me with a kick to the head.

"Focus Spider," she order as I moved away rubbing my jaw in pain.

"Yeah, yeah," I grumbled slipping into a judo stance. I lunged forward and grabbed her by the collar and threw her over head. She landed on her feet though and instead tried to counter by throw by grabbing my belt and pushing me over.

I rolled on my back and shot my legs out sending Natasha flying back. Before she could get back up I was on her with my arm pressed against her neck, "I win."

"It's a draw," she whispered pressing a hidden blade up against my junk. I really hate this woman, but then judging form the amazing view I'm getting down her cleavage I can learn to forgive her.

"Fuck you, you said no weapons," I grolwed.

"I lied," she replied as I moved away, helping her to her feet. "You've taken to judo very quickly, I'm impressed, we'll move onto krav maga next. Have you finished the assignment I gave you?"

I rolled my eyes, "you mean memorising the Art of War? Yeah, I did."

"Good, then you can write a 20 page write up on the subject, due in a week's time, no excuses," she told me walking to the door.

"This feels more like a school than training," I told her as I followed her out.

"Maybe it should," she replied.

"Hm...hey Natasha, do you think SHIELD can provide me with a secure way of using social media?"

The Black Widow stopped at turned to me, "excuse me?"

"Has SHIELD been tracking my online process? Sightings, people talking about me, all that?" I asked.

"Yes, we have, and?"

"Well there are times when I haven't really had the chance to speak for myself and justify my actions. If I had an online presence I can do that," I argued as we approached the showers.

"I see...I'll talk to Fury about it," she grabbed the helm of her shirt and pulled it off revealing her giant breasts being held back by a tight training bra. My eyes went wide as I looked her smoking hot body and gulped. She looked at me with a teasing smile, "are you going to to join me?"

I gulped, "I ah, I don't think Felicia would like that. See ya Red," I said walking away, taking one last glance at her tits before doing so. And I swear I think I saw her grin in victory. Stupid sexy spy, thinks she's all that. Well...she is, but I'm not going to let her know that!

Next day morning I had a parcel delivered to my front porch. It didn't have anything written on it, expect a letter inside which read;

 _Untraceable. Don't post anything stupid like nudes or anything that can compromise you or SHIELD. All posts you post online will first be directed to our public relations branch for confirmation before being posted._

 _Fury_

Inside was a state of the art smartphone which the SHIELD logo on it. I smiled, guess Fury will willing to trust me on this. I quickly went into my basement and began fiddling with the phone. I knew there was a tracking chip in there somewhere and after finding not one, but three, I decided to begin.

I needed to find a place to put away the phone when not in use and while in costume. Deciding to use an electro magnetic clip that would be powered by the black PB web lines running around my suit. It was basically a mesh of power I could use simply my attaching a machine to it.

I then quickly set up a profile up on Twitter, InstaGram and Snapchat. I had to be creative though as hundreds of fake accounts with the name 'Spider-man' had already been taken.

So I took up the handle, TheAmazingSpider, which was thankfully still available. I signed on with the phone and quickly put up a post;

 **Twitter:** _Hello all! It's your Friendly Neighborhood Spider-man coming to you in person! Check out my Insta and Snap by the same handle!_

I sent out the post, but instead of an immediate posting, a SHIELD logo popped up with the test, 'Processing' underneath. I seems the techs at SHIELD really was looking at everything I sent out.

In a minute the post was put up online, I smiled, guess it's official, I'm online!

 **Twitter:** _Hey I just realised something, now I'm not only swinging on webs, but surfing_ The _web as well!_

Soon the first responses came up:

 _Holy shit is this real?_

 _Fake account is fake._

 _Doesn't even have a profile pic!_

 _Lame jokes are not a good thing!_

I grumbled, of course they wouldn't believe me. Why would they?

So I quickly got suited up and swung out into the city as Spider-man. I swung towards Brooklyn bridge and created a hammock out of my webs between the metal lines holding the bridge up. I jumped down into the hammock and took a selfie with the busy traffic street below.

 **Twitter:** _Ah, nothing like a new year for a new me. You guys like the new costume? This shit was expensive!_

I then put up the picture as my profile pic and posted it on InstaGram and my SnapChat story. I then leaned back and waited.

 _Holy shit it is him!_

 _Spider-man's on Twitter?! What the fuck?!_

 _Quick! Someone hack into his phone and shit!_

 _Dude, how come a superhero in a mask is online, but Iron Man isn't? This is such B.S.!_

 _Mr. Spider-man sir, I'm a huge fan! Thank you for protecting our city!_

I responded to whoever I could, giveing off my thanks, and accepting their gratitude. I even threw in a little humor in there as well.

By the end of that day my account quickly became grew followers, reaching over a million followers on Twitter, Insta and Snapchat. I even got Twitter to make my account the official Spider-man account, giving me the little blue tick mark. I grinned, yup, like is good.

* * *

 **You know I never did understand why heroes don't use social Media. I mean I know Beast Boy uses social media in Teen Titans, but come on! So many people should be using that! Like why the fuck doesn't Tony have an Iron Man account?!**

 **Anyway, yes, Doom went out like a bitch, but there is a reason for that. I always found the best heroes had the best villains, and for this Spider-man I thought, why just settle for a domestic headache like the Green Goblin? Let's make him number two on Doom's shit list!**

 **And so begins an epic rivalry, that Pete is yet to realize is coming for him!**


	13. Those who fight together stay together

I stared at the screen before me. I grumbled rubbing my forehead, "this doesn't make any sense."

"You're telling me," Reed grumbled, "when you asked me to help you out I didn't think….this doesn't make any sense Peter."

"I know, I just said that," I grumbled.

"Have you tried UV?" Sue asked from the computer, typing away an email.

"Yes, it still doesn't show any difference," Reed grumbled, "this doesn't make any sense. How does this even happen? It should be impossible!"

"And yet I am currently standing here before you completely possible," I told him with a raised eyebrow.

"Your blood is impossible Peter, nothing else I can call it," Reed zoomed in on the microscope we used to examine my blood on a cellular level. The screen showed a single one of my cells and its genetic properties, the DNA helix, rotating on it's axis.

"It looks like it somehow adapted spider like quality into itself, but only took on the good one," Sue hummed, "like it picked and chose what it knew would be beneficial."

"But it can't do that because it's not alive!" Reed exclaimed, "God damn it Peter this doesn't make any sense!" I roared and threw his notes into the air, walking out my lab in a cloud of smoke.

"Don't mind him, he just doesn't like not knowing something," Sue sighed, "it's an ego thing. But it is to be expected, he's a physicist, not an genesist."

I hummed, "I see, do you think you can give this a go?" I asked.

"Let's see," Sue got up and approached the screen scanning my DNA, "did you analyse the genomes?"

"Yup, here, can't make head or tails of it though." I gave her an SA with the data she requested.

Sue looked at it quickly making notes near each one. I took us a while, but after she was done with one entire sequence she put the SA aside and sighed, "Reed's right, this shouldn't be possible. It's almost like...like your DNA adapts itself to foreign objects. It some how assimilated the spider genes into itself, allowing you access to it's abilities."

"So that property existed in my blood before the spider bite me?" I asked.

"It looks like it," Sue pointed at a strand, "see this? That was going to make you agile and strong like a spider. And it has nothing to do with your DNA adapting itself against foreign object."

One eyebrow went up, "so are you saying I'm a mutant?"

Sue shook her head, "no, the mutant gene is clearly marked and visible. If that was the case Reed wouldn't currently be in the kitchen eating an entire tub of ice cream," I blinked, "yeah, he does that when he can't solve something."

I chuckled, "damn."

"Anyway, your blood, your DNA...it's something more. It's...I would say it's similar to our own DNA, it's mutated into something else entirely, not quite mutant, but definitely not human."

"So….a metahuman?" I asked in wonder, coining the term I knew that was popular in the DC comics.

"Yes...I suppose that would be an accurate word for what you are," Sue nodded, "though it really is strange, just how does your blood act this way?" She hummed going into an almost trance like state. I knew better to bother her, best leave her alone.

I went to my workstation, on it was the Doom bot I had 'precured', broken apart into various pieces. I was learning more about Doom's tech, it really was interesting.

As I continued learning from the machine my SHIELD issue smart phone buzzed. I turned it on and found a thousand or so messages from my Twitter, Insta and Snapchat accounts, a thousand each that is.

I couldn't respond to them all, no way in hell. So I did what all celebrities do, switch off notifications. Instagram was easy, most were follower notification, and so was Snapchat. Twitter though was a problem, I needed to read every time someone tweeted at me, just in case they were talking smack and needed to be put down.

As I began to have scan and input the Doom bot's design into my computer, don't know when that'll be useful once more.

After that was done I began to focus on my other little project, Councilman Nick Daves, the guy who somehow lost the funds to feed and shelter the homeless of New York on the coldest night of the year.

The man looked clean, too clean, but after a little digging I found he had not one, but two beach houses in the Hamptons and one Summer home in Greece.

I used Peter's subpar hacking skills to get into Nick's personal laptop, not hard considering he uses a public network to login every time he went to work. I searched through his files, first off let me just say he has a lot of porn, like 400 GBs worth, and second, he doesn't have anything incriminating.

I looked at the screen and sighed, maybe it was time I did this the old fashioned way, follow him until he does something dirty. Maybe I can put a tracking chip on him? Like the kind Peter makes in the future? Yeah, that sounds good, I'll do that.

"Peter, you won't believe what I just found," Sue suddenly said gaining my attention.

"What?" I got up and pushed all thoughts of Nick Daves to the side.

"Your blood, it's evolving," Sue spoke as she worked on her data pad, "well, no, evolving might not be the right word...it's morphing, meta-morphing to be exact."

"What does that mean?" I asked.

"It's like a caterpillar turning itself into a butterfly, but instead of strings to build a canon, it uses stray strands of DNA or foreign object to adapt itself. Here, I tried to inject with the common cold, look what happened."

I watched the monitor. The virus was injected into a small sample of my blood and suddenly the virus began to get absorbed into my blood. I saw it being taken apart by my blood cells, a few strains of it remained while the rest were digested.

"Did...did my blood just vaccinate itself?" I asked in disbelief and in the back of my head I couldn't help but think I had seen blood act like that before. Somewhere...

"It certainly looks like it," Sue nodded, "and if we take that theme of 'vaccination', we can understand how you survived radiation poisoning. You blood must have absorbed the spider bite and vaccinated you to it's effects, and then adapted the properties to serve as an inoculation for you. Peter, have you ever gotten sick before?"

I blinked trying to recall Peter's memories, "well...once, I think."

"And ever since then you never have right?"

I blinked in wonder, "oh my god...yeah, I've never gotten sick after that!"

"Then it would stand to reason you never would," Sue pulled up several other screens, "I have no idea what your blood is Peter, but I want to find out, this could be the key to solving disease and every single thing that plagues man!"

I gulped, "coming in a little hot there chief."

"You're damn right I am! This is amazing Peter! We could literally save the world with the stuff you have inside your body! Will you please let me research this? Please?" she asked in a pleading tone, her eyes sparkling in wonder.

"Well...okay, I guess," I shrugged, "just like, don't clone me or anything okay? I really don't want that to happen."

Sue blinked, "why on Earth would you be worried about something like that?"

I shrugged, "no reason, just saying," it would be so weird to fight a clone of me, so weird! And don't think I haven't thought of a plan for when the clone saga begins, because I have! I hate that storyline, seriously man, what was the point?! Grr, fucking Marvel!

I gave Sue a few more samples of my blood, much to her excitement, and then packed up for the day. It was 2 in the afternoon, usually I would work till the night, but I already had other plans today.

I swung out my lab window as Spider-man and made my way to Felicia's place. I reached there quickly and knocked on her window. She threw it open and smiled, "hey Spider, come on in, I'll almost ready."

"Right," I jumped and and stretched, it really was going to be a long day. "So, you nervous?" I asked her.

"No, why would I be nervous?" she huffed as she tried on a jacket before taking it off and searching through her closet for something else.

"Because you're biting your lips, you do that when you're nervous," I chuckled as I removed my mask and my web shooters, removing my school bag where I kept my civilian clothes.

"Well, maybe I'm a little nervous," she admitted as she tried on a long coat, she turned to me, "what do you think?"

I smiled, "I think they'll love you no matter what you wear," I deactivated my suit and shimmed out of it, standing in nothing but a pair of briefs.

Felicia's eye roamed down my body as she licked her lips, "you know, if you're trying to seduce me, it's working."

"Oh Kitten, you know how to make a guy feel loved," I gaver a small peck on the check, "if you want we can have some fun later, but right now we need to move, my aunt May would kill me if I was late."

Felicia pouted, "fine. I don't get it though, why do they want to meet me so much?"

"Well you are my girlfriend," I told her putting on my shirt, "and so they want to meet you."

"Fine," she grumbed.

"You don't have to be nervous."

"I'm not!"

"Right, good, because I am," I chuckled.

Felicia rolled her eyes but said nothing. We walked out of her apartment and got a cab downstairs. It took some time to reach my place but when we finally stood in front of my door she sighed, "okay, maybe I'm a littler nervous."

I laughed, "don't worry," I knocked on the door, "they'll love you."

Felicia gulped and nodded. Almost immediately May threw open the door and smiled, "Peter! Finally! I was beginning to get worried! And this must be Felicia, hello dear, nice to finally meet you!"

We stepped inside the house as Felicia gulped, "h-hello Mrs. Parker. You have a lovely home."

"Oh none of that, please call me May, I'm don't need to be reminded I'm an old Mrs.," May laughed.

"Ah, are they finally here?" Ben called out as he walked in from the kitchen, "hello, you must be Felicia, it's a pleasure to finally meet you."

"You too," Felicia smiled.

"Why don't we sit down in the kitchen," I suggested, wrapping my hand around hers.

"That's a lovely idea! I just made some cookies!" May smiled as she quickly pushed us into the kitchen where we sat down and she went to pull a freshly made batch of cookies out of the oven.

"So Felicia dear, how did you and Peter meet?" May asked, the excitement in her voice almost made me think she was going to have a heart attack or something, but luckily it seemed she was just excited Peter was finally bringing home a girl.

Felicia smiled, "well actually it's because I wanted a tutor and I was told Peter was the best, we spent a lot of time together and...I guess it just happened. Oh and he did kind of save my life."

"Oh that's right the Stark Expo," Ben grumbled, "terrible thing, I don't understand what the were thinking."

"Hey at least they are alright now," I sighed, "Hammer tech is basically bankrupt, at least we got that out of the whole ordeal."

"True, true, now Felicia dear, when did Peter ask you to be his girlfriend?" May asked quickly changing the topic.

"Well...he didn't really ask me, he just kissed me and looked at me until I gave an answer," Felicia admitted.

"You did?" May and Ben asked with matching looks of shock.

I grumbled, "you know it would be nice if you guys had even the littlest amount of faith in me. Is it so difficult to think I could do something like that?"

"Yes," all three replied.

I banged my head on the table, "I hate you all."

"No you don't," Felicia smiled kissing me on the cheek.

I immediately perked up, "yeah, maybe I don't."

Ben and May laughed as quickly we all began to talk, though most of the time they spent trying to humiliate me.

Felicia had a few good stories about me, about the time I spilled coffee over pants and then stripped out of them on the spot because they were burning hot.

May then told one where Peter as a kid tried to climb a tree but ended up falling down. The only reason Peter didn't crack his head open was because he pants were caught in between a tree branch saving his life, but giving him a monster wedgie.

In the end we had a nice afternoon and I could see Felicia getting along with them like a fish to water. I'm glad that's the case, I would hate it if they didn't get along.

Soon we had to leave, "oh I do wish you stay for a little while longer," May said with a sad tone, "it was so good to finally meet you Felicia."

"And you too aunt May," Felicia smiled back, she had began referring to May as aunt as well, don't why, it just seemed natural.

"Peter, make sure she get's home safe okay?" Ben told me.

I smiled and nodded, "no problem. Oh by the way, I'll be home late tonight, Sue needs me at work."

"That's fine Peter, I'll leave you something to eat," May smiled.

We walked away into the city, we wouldn't be finding a cab here any time soon. I wrapped my hand around hers, pulling her close.

"So, what do you think?" I asked.

"They're amazing," Felicia admitted, "they're so nice, and sweet...like a real family."

"You don't like your mom that much huh?" I asked, knowing the answer.

"No...she's never there for me, always doing her own shit," Felicia grumbled.

"Hey, relax, you have me," I smiled squeezing her hand, "what does your mom do anyway?"

"She's a lawyer," Felicia shrugged, "protects the scum of the Earth while letting the poor face punishment. All those people I robbed? They were her clients."

"The banker?"

"Responsible of scamming 300 families out of money."

"The jewelry store?"

"The owner was on trial for rape….he got off thanks to my mom," Felicia growled.

I groaned, "I see...hey Kitten, what are you doing tonight?"

Felicia looked surprised, "nothing, why?"

"Do you want to do something fun?" I asked with a teasing smile.

"I-I think my mom's home tonight, we can't really...you know," she blushed.

"What if I promise to be quiet?" I teased.

"You can, but I sure as hell won't be," Felicia teased back, "you always have a way of making me scream out your name Mr. Parker."

I grinned, "good. But I wasn't talking about doing that, though if you want we can do it later tonight. I was wondering if you wanted to spy on a corrupt fat cat and expose any dirty secrets he has hidden away."

Felicia smiled, "now you're talking. Who's the lucky ass?"

"Councilman Nick Daves."

"Right, but I thought you had to be at work tonight?" Felicia asked.

"Kitten, this is my job," I smiled.

 **That night:**

Felicia and I stood on a rooftop in costume. I used the night vision goggles installed in my mask to look into Daves house, his wife and kids were asleep and he was in his study looking over documents.

"So what did he do to piss you off Spider?" Cat asked as she leaded against the roof.

"He's in charge of funding homeless shelters all across New York, but last month there was a shortage in funds and people were thrown out on the streets on the coldest day on the year. If I hadn't helped them out I'm sure some would be dead right now," I grumbled as I tried to see what documents Daves was looking at but unfortunately I didn't have a zoom fucking, maybe I should add that next.

"Sounds like a bad man," Black Cat growled, "how did scum like this get power in the first place?"

"Is this your first dirty politician?" I asked.

"No, but it is my first one where I stay out here in the cold waiting for him to do something," she grumbled.

"Sorry," I looked at her, she was shivering in the cold January night. I could see her nipples poking out, I couldn't help but get turned on, "you know, you really should change your costume."

Felicia blinked, "why? What's wrong with my suit?" she looked down. The black track suit was nice to be honest, she had her gadgets attached on a belt around her hips and domino mask on her face, but it wasn't the classic skin tight leather dress that I knew and loved. Honestly, if she was wearing that right now I would spend half the time hiding the enormous erection I would sprout.

"It's not really safe, it's just a normal track suit right?" I looked it over.

"Well excuse me, not everyone has access to the Baxter building and all their fancy tech," Felicia huffed.

I chuckled, "true...do you want me to make you a suit?"

"What?"

"Do you want me to make you a suit? It shouldn't be that hard," I shrugged. I could probably steal a SHIELD combat suit...no, that won't do, Natasha would find out and then they would know about Felicia, if they didn't already. Guess I'll just have to make one from scratch.

"Wait, you would do that for me?" Felicia asked surprised.

"Well, duh, if I didn't you would be running around with no protection on trying to take on criminals in a tracksuit," I scoffed, "I'm your boyfriend, and I fully intend on keeping you around for as long as I can."

Felicia looked shocked, she jumped my wrapped her hands around me, "thanks Tiger."

"You don't have to thank me Kitten, it's my pleasure," I wrapped my arms around her.

"You know...when I found out you were….well, you, I figured you would try and stop me from being...well, you know."

"Felicia, I still remembered the first time we talked, really talked. I know how much this means to you, how the name you chose truly lets you be free and express who you are, do you think I would ever want you to stop being that?"

"Well I just thought...you know, I'm a criminal, and you're a hero, so….you..." she trailed off.

"What? That I wouldn't want to be with you?" I laughed, "Felicia, I'm a criminal too. I'm currently stalking a government worker as we speak! People may look to me like a hero or a saviour, but I'm a criminal too," I removed my mask and kissed her on the lips, "you aren't going anywhere Kitten."

Felicia smiled, she opened her mouth to say something before gasping, "he's moving!"

I blinked, "ah, what?"

"Daves, he's leaving his home!" Cat broke away and went to the rooftop looking down, "he got into his car, we need to follow him."

I grumbled, "we were just having a moment," I put on my mask and wrapped a hand around Felicia, "alright hold on, this is going to be fun."

Cat did so and we swung into the night. She kept an eye on the car as we slowly went to the bad part of town.

But just then he went down into a tunnel, "Shit!" I cursed.

"I know where he's going," Cat hissed, "there," she pointed at a large fancy hotel a few blocks away, "that tunnel leads to two places, the Highway or a service road leading to that hotel. I'm guess he's not skipping town just yet."

"I could kiss you," I chreed.

"Just don't drop me Spider," Cat smiled as I swung towards the hotel, landing on a window on the fifth floor. We looked down and in the distance saw Daves car coming out of the tunnel and into the parking garage.

"We need to follow him," Cat spoke, "can you get us inside?"

"Yup," I nodded as I walked crawled downward with Cat clinging to my back. I quickly found a service entrance near the back, we slipped inside and snuck our way in. We avoided a couple of the hotel workers before I stumbled onto a man coming out of the security room.

"Score," I whispered, calling Cat over, "how good are you at picking open door?"

Cat looked offended, "the best. Now stand back and let a master show you how it's done," she pulled out two pins and in five seconds the door was open.

"I am incredibly turned on right now," I whispered as we snuck inside locking the door behind us.

"So what are we searching for?" Cat asked as we stepped up to the security monitors and controls for every camera in the room.

"We are searching for...him," I pointed at Daves stepping out of the lift on the 10th floor. We followed him closely, I manually changed the feeds to all the cameras on the tenth floor.

We tracked him knocking on room 1010, the door opened revealing a black man in a nicely pressed suit. I held up my SA and scanned his face storing it in my data banks. Daves stepped in and we lost track of him.

"So he's in a suite on the top floor," Cat said as she leaned back on the chair kicking her legs up on the terminal, "what now?"

"Well, let's see if I can get a little help," I transfered the image of the man I captured onto my SHIELD phone and sent it as a message to the tech department with the message, 'Need Identification.'

It was a long shot, but it turned out to work as I quickly got an email back with an attached folder.

I displayed the folder on my SA and whistled, "damn."

"What? What did you find?" Cat asked getting up to look at the file I looked over.

"Do you know Domanic Marcelle?" I asked.

Cat groaned, "yeah...big time mafia boss, last year his entire operation got busted but he managed to escape. Police have been trying to track him, but every time they came close he just like disappeared."

"Yeah, and the guy we just saw? His name was John Travis, Dominic's right hand man," I swiped through his folder, "there were rumours they were partners."

"Business partners?"

I shook my head, "romantic."

"Oh," Cat's eyes went wide.

"Yeah, so if he's here..."

"Then so is Dominic."

"It makes sense," I hummed, "the police have never been able to catch him because they had help from the inside," I looked up, "Nick Daves has been their guy on the inside."

"So...what do we do now?" Cat asked.

I turned to her and smiled, "feel like catching a mafia boss?"

We snuck out of the security room and out into the open air once more. Cat got on my back and I jumped onto the building's wall, climbing up towards the tenth floor.

We quickly reached the penthouse, it had a balcony, a swimming pool and guards armed with machine guns.

I crawled around and reached the roof. Cat and I looked down from our perch, there were five guards outside in the cold with guns. From what I briefly saw inside there were about a dozen more inside, luckily not carrying guns.

"I think you should stay back for this one," I told Cat.

"What? Why?" she hissed.

"I'm bullet proof, you're not," I tapped my costume, "but...how good are you at shooting things?"

Cat grinned, "very."

I pulled out my SHIELD issue phone and switched it to camera mode, "we need evidence of Daves working with Marcelle, you can _shoot_ some video of them sitting and talking," I pointed at a large wall sized window with a small ledge.

Cat took the camera and groaned, "I thought you were going to give me a gun."

I shrugged, "sorry, I don't like guns."

"Whatever," she rolled her eyes and with the grace of a practised acrobat she leaped down to the ledge. I was scared, my heart leaped out, we were ten floor up, if she missed, she would fall. But she didn't miss, she stuck the landing.

I sighed in relief, she quickly moved to the corner of the window and pulled out the phone. She slowly slid the window open just a crack allowing the sound from inside to come leaking out allowing the video to have some audio as well.

Seeing that part being taken care off I turned to the guards with guns. I cracked my neck and checked my web shooters, time to get wild.

"Hey boys!" I cried out, all five armed guards turned at me and leveled their guns, "is this the bathroom? Because I think I'm lost."

"What the fuc-" I launched a web line at his chest and pulled, he came flying at me as I collided my fist to his face, knocking a few of his teeth out.

"Waste him!" another yelled out as they fired bullets at me.

My spider sense went into overdrive, I jumped back into the roof, their bullets couldn't reach me here.

"Someone go up there and get his body!" a gaurd yelled out.

"Hey! What's going on out there?!" I heard a voice from inside ask.

A man climbed up onto the roof, but the moment he looked up he saw my foot coming for his jaw, throwing him off.

"He's alive!" they yelled.

"Eat webbing assholes!" I yelled shooting down two web lines to grab their guns and jerk it from their grips.

"What the fuck is th-" I jumped down landing a kick on his face before spinning around and kicking the last armed idiot in the stomach.

I then grabbed the last man still standing and threw him through the patio doors. He landed in the middle of the suite's living room.

"What the fuck is going on?!" a white man who I recognized as Marcelle asked as he and everyone else in the suite were on their feet.

I stepped in, crushing glass shards under my feet, "hello Marcelle, fancy meeting you here. Are you and councilman Nick Daves friends? Or am I just being paranoid?"

"W-waste him!" Marceels yelled out as he, Nick and John Travis ran for the door.

"Ah-ah you aren't going anywhere, not this time," I said covering the door with my hardest webbing.

"What the fuck is this?!" Marcelle yelled as he grabbed the door and tried to shove it open, but my webbing didn't let him.

"Now, there are two ways we can do this," I counted the men inside, around 10, armed with baseball bats, but one guy had what looked like a sword. Where did he get a fucking sword? "You know who I am right? Spider-man? Fought a guy made out of electricity and came out fresh as a daisy? Took on a tank and beat the shit out of it using a sewer lid? Do you really think I can't take each and every one of you out right now?"

They looked at each other gulping. They slowly dropped their weapons and held their hands up in surrender.

"No! Fight you bastards!" Marcelle yelled, "why do I pay you fuckers?!"

"Good choice," I told them, even the guy with the sword decided not to fight. "Now slowly move towards the wall, I promise this won't hurt," I shoot balls of webbing at them sticking them to the walls, just until the police got here.

"You bastard!" John yelled as he pulled out a gun from his coat pocket.

"Shit," I yelled as I began to jump away, but just then something came flying through the air and hit John right in the hand, startling him enough to drop his gun.

"Gotcha!" I yelled webbing the gun and pulling it to me. I then threw the thing out the window before turning to the three free men. I looked down, the thing that hit John was a TV remote, which was now cracked in half. I blinked and turned to the window where I saw Cat waving at me while still holding the camera steady.

I waved back before turning to the three men, I quickly trapped them with webbing and stick them to the wall. I then turned to Cat and sighed, "thanks Cat, but you do know I had that right?"

"I'm sure you did Spider," she smiled as she walked up to me and wrapped her arms around my shoulder, planting a kiss on my mask, "you really need to do something about this stupid mask."

I laughed, "okay, promise."

We stopped recording the video and quickly called the cops with the whereabout of Marcelle and his gang. We then climbed onto the roof and looked at the widow Cat captured.

" _This is the third time Nick," Marcelle spoke, "you can't keep asking for cash without showing results!"_

" _Please, I need it, you need to pay this man off! If you don't he'll kill us all!" Daves sounded hysterical._

 _John scoffed, "right, so some guy walks up to you on the middle of your office, tells you to pay him cash and...you just do it?"_

" _No!" Daves yelled, "he then gave me a package with...with Cassy's hand inside!"_

" _Cassy? Who the fuck's Cassy?" Marcelle asked sipping a glass of wine._

" _She's my mistress and...she's fucking dead! This guy said if we don't pay he'll do the same to my family!"_

" _Grr, fucking hell man," Marcelle growled._

" _Please Marcelle! How many times have I saved you from getting caught?! How many times did the police catch you only because of me?!"_

" _Fine, fine, I'll give you the money," Marcelle grumbled, "but you owe me Daves!"_

" _Thank you!" Nick looked relieved._

" _Why did he target you?" John asked, I heard myself in the video announcing my arrival to the goons outside._

" _He said we were moving in on his turf. The heroine you guys bring in is affecting his business," Nick shuddered._

" _Did he tell you who he was?" Marcelle asked._

" _Yeah, he called himself a member of the Hand and-"_

" _Hey! What's going on out there?!" John roared._

And then I came in, threatened me and I saw Cat's POV as she grabbed the remote and threw it at John. The camera focused on me when I thnaked her, and when she wrapped her arms around me to kiss me, the frame was now framing her lips touching my mask, luckily the mic was muffled so you couldn't hear what she whispered.

"Not bad Tiger," Cat smiled, "with this there's no way he can hide!"

But I wasn't listening to her. I wasn't even paying attention. I was in shock. The Hand...already? How? Have I really brushed up so close to them?! Will they come after me now? No, no, I just got one of their biggest rivals arrested, they'll fucking throw me a party!

I knew I should go down there and undo what I did, but it was too late, I could hear the police sirens down stairs, the cops were already here.

"Tiger? Are you okay? Peter?" Cat asked once more snapping me out of my daze.

"I-I, yeah...it's just...that name, Hand….I know it," I wasn't going to tell her everything, just a little.

"Really? Where?"

"An ancient Japanese gang, they are rumored to worship a demon and...I don't know much else, but every time I talk to a gang who knows even the slightest thing about them they would freeze up and shut up….I think they're scared."

"Someone who can scare every single gang in New York? Damn, this I have to see."

"No!" I snapped, "if you even think is somehow involved Felicia you run, do you understand? You run and you don't look back!"

Cat was startled by my use of her real name, something I rarely ever do. "Peter, but why? What's so different about the Hand?"

"They….they are dangerous," I explain slowly, "promise me Felicia, promise me if you even think the Hand is involved you'll call me right away and run as fast as you can."

"Peter I-"

"-Please," I begged, my voice sounding afraid, something she has never heard it do.

She gulped and nodded, "I promise."

I sighed, hugging her tight, "thank you Kitten...if I ever lost you I...I don't know what I would do."

She slowly hugged me back, "don't worry Tiger, you aren't getting rid of me that easily."

We swung back to her place where I used her computer to edit the video down to only the parts where Daves basically confessed to hs crimes. We quickly changed out of our costumes back into civilians clothing just as he video got rendered.

I then transfered the file to my phone where I posted the video on Instagram with links to it on my Snapchat and Twitter. Time to take it viral.

But this time though the post didn't get approved, in two minutes I got a message saying my request was denied. I was surprised, but just then I got a call, the number was blocked.

I sighed, I have a feeling I know who this is, I put the phone up to my ear, "hello?"

"What the hell were you thinking?!" I heard Fury on the other side.

"What do you mean?"

"You went after a crime lord on your own!" Fury yelled back.

"No, I went after a corrupt politician who just happened to be working with a crime boss, totally different."

"Do you realise what you almost did? You nearly caused a scandal that would rock the Eastern seaboard! If this video got out the case the FBI was building on Marcelle over the last four years would be useless!"

I flinched, "sorry."

"Next time you find a fucking crime lord in hiding do the right thing Peter, call the fucking cops! This isn't your job!"

I sighed, "right."

"And next time don't involve your girlfriend!" I paused in shock, "did you really think we wouldn't be able to extract the full video from your phone? Come on kid, I thought you were better than that. I'm serious though, the Black Cat is a known thief, don't get Spider-man involved with her."

"No Fury, this is where I draw the line, you don't get to say shit about who I involve myself with, do you understand?" I growled back at him, Felicia looked startled but wisely kept quiet.

"Actually I do, you're my agent kid, don't forget that."

"I may be your agent, but you aren't my fucking father, don't forget that! Spider-man isn't a fucking hero for you to carry around on shoulders, he's me and I'll damn well associate myself with anyone I damn want, understand?!"

Fury's line was silent, I'm pretty sure I just lost my job. Finally though he spoke, "speak to me like that again and you are done."

"No, I don't think I am, you need me, I'm arrogant as hell I know, but give me my first mission Fury and I swear you won't regret it."

"Fine, you want a mission, I'll give you one," he hanged up, I smiled. Sucker.

"What was that?" Felicia asked. I turned to her, she had her arms crossed, guarded and scared. I sighed, this was going to be difficult to explain.

"I...well, you remember Electro right?" I told her as I took off my mask and web shooters sitting on her bed.

"Yeah, kind of hard to forget when you nearly die and...wait, you saved me that day, oh my God I didn't even realise," Felicia's eyes went wide.

"Yeah, you're welcome," I chuckled, "but anyway, after that day a man broke into my house and introduced himself as Fury, the director of SHIELD."

Felicia blinked, "what?"

"Spies," I explained in one word, "he was a spy, and they knew everything about me, even who I really was. He basically offered me a job at his organization, my skills to be used to protect the world, he would give me training, equipment, anything I needed. He's the one who called. I tried to post the video but SHIELD's monitoring all my Spider-man account and didn't let me. Too dangerous it seems."

"So...what you're telling me is...you're a spy?" Felicia looked amazed.

I shrugged, "okay, yeah, if you want to think it like that."

"You ass!" she yelled, "why didn't you tell me?!"

I shrugged, "honestly? I thought you would hate me. I mean, you don't exactly like I'm a superhero I was kind of cared how you would react when I told you I was a spy."

"Well what did you expect?! You're a spy!"

"In training," I argued, at her glare I quickly backed down, "which really isn't important right now."

"And...oh my God, do they know about me?!" Felicia asked in horror.

I shrugged, "no, I doubt it. And even if they do they don't really care. People like you and I are too small for them, they only see my as a tool, you might eventually get on their radar, but not for a long time."

Felicia looked worried and I couldn't blame her. She sat on her bed with her head in her hands looking confused.

I sat down next to her and put a hand on her thigh, "Felicia," I whispered her name like it was the sweetest thing in the world, "I promise they won't ever hurt you. I won't let them. No body in this world will hurt you as long as I'm there and if they even think about it I'll kill them. I don't care what the consequences are. They won't live."

"Peter you don't-"

"No Felicia, I will," I cupped her cheek, "I'm not going to say something like you're the woman I'm going to marry or something cliche. But I do love you, I do care for you. You're my responsibility and I will never let anyone harm you, because I would rather die then let what I care for get hurt. Do you understand?"

Felicia looked into my eyes and I into hers. Slowly she closed the distance between us and locked her lips on mine. I ran my fingers down her hair and slowly pushed her down on the bed as I pushed down on her.

She moaned as I kissed her deeply. And just then her door swung open and I heard a deadly cold voice.

"What is going on here?" we moved like we were set on fire, jumping upright. I turned to the door and saw Felicia's mother glaring down at us.

Felicia sighed, "hey mom, nice timing." I just gulped having nothing witty to say. All I knew was I did not like the way she looked at me, and that I'm so glad we decided to change out of our costumes before this happened. Because that conversation would be a lot more awkward.

* * *

 **So yes this chapter was a little slower than normal, but I did lay out a very very important plot line for the origins of this worlds Peter Parker's powers. It's not the same as all the others, hopefully I made it a little unique.**

 **I think for the next chapter or so I'll do something more...fun. Like a mission fun. And it mixes in with Peter's powers.**

 **Also yay! Felicia met uncle Ben and aunt May! Whoa! And while I did mention the Hand, I'm not ready to make any story lines with them, yet. That will be save for another day.**


	14. The First Mission

I wasn't nervous.

"Are you nervous?" Felicia asked with a teasing smile.

"No," I wasn't nervous at all.

"Squeeze my hand any tighter and you break it," she rains an eyebrow at my knuckles turning white.

"Sorry," I stopped.

She laughed, "you don't have to be nervous you know, just be yourself."

"Do you remember when you were meeting my aunt and uncle? How I told you not be nervous and how that didn't help at all?"

"Yes."

"Same thing here Felicia," I sighed as we waited in her dining room.

After her mother caught us making out in Felicia's room I had gotten my very first death threat...well one that I felt might actually be delivered on.

She had gone on a rant, how Felicia took advantage of her trust, how she never brought boys into her room as a teen, how Felicia should have told her. Felicia just sat there and took it, in one ear out the other. But me? Well I actually wanted this woman to like me.

So when she told me she couldn't approve because she didn't know anything about me, I suggested we sit down and talk later in the week. She agreed, hence why I'm here right now looking scared.

"Relax Tiger," Felicia kissed my cheek, "it's pointless being nervous, she probably forgot what we were doing today and is probably halfway to D.C. right now."

I rolled my eyes, "come on Felicia she's your mom, I'm sure sometimes she acts aloof, but I'm sure she won't forget something as important as this."

"Peter, I hate to break it to you, but you aren't the center of the universe," she rolled her eyes.

"No, just the center of yours," I smiled.

"Cheesy romantic lines are not helping Tiger."

I chuckled, "sorry. But no, I don't mean because it's me, I mean because it's important to you, that's why she won't' forget."

"Care to make a wager?" she asked.

"What's the bet?" I raised an eyebrow.

"If you win I'll..." she thought for a moment before smiling, "I'll give you the best blowjob of your life."

Immediately I was interested. "And if you win?"

"Then I want you to spend the rest of the night in my bed making me happy with that amazing tongue of yours," she grinned.

"Deal," I grinned.

We waited for a few more minutes, and just as I was beginning to think I was going to lose the bet the door opened and Felicia's mom walked through.

"Yes," I whispered.

Felicia grumbled, "god dammit mom, the one time I don't want you to come home."

The blond haired woman walked into the kitchen looked at us and stopped in surprise, "what are you two doing here?"

I blinked, "you ah, you asked us to be here today. You wanted to know me better?"

"Oh...was that today?" she asked acting really confused.

"Ah...yeah," I nodded.

"Oh I'm so sorry, I completely forgot!" she gave off a nervous laughter as she walked into the kitchen with bags filled with food enough for five people.

Felicia smiled as she leaned in and whispered, "I win."

"No fair, you said she wouldn't even be here, not that she would forget!"

Felicia raised an eyebrow, "fine...call it a draw?"

"What about the prize?"

"We both get it," she smiled.

I smiled and whispered back, "sounds fair."

Just the Felicia's mother walked in and blinked at us, "you're still here?"

"Yeah mom, you did say you wanted to talk to us, and Peter here is a stickler for the rules," Felicia giggled.

"Right, right, I'm sorry but we're going to have to do this another time. I have invited a prospective client over for dinner tonight. I'm sorry Pedro-"

"-Peter," I corrected.

"Yes, right, Peter, I'm sorry but we'll have to do this another time. Felicia I need you to get ready, we'll be having guests over soon."

"What? You're just kicking him out?!" Felicia snapped.

"Kitten it's fine," I sighed. I didn't notice it, but the moment I called Felicia Kitten her mother gasped in surprise.

"No Peter it isn't," she growled, "he's staying for dinner mom, he's my boyfriend, you aren't just going to kick him out!"

"Fine, do whatever you want, but you two won't talk during the meal, I won't have this deal blown, do we understand each other?" she asked with narrowed eyes.

"Yeah, fine," Felicia snarled, but her mother didn't seem to be bothered.

We helped set up the plates for the dinner. The food she had brought over was from a Chinese place a few blocks down which was said to have the best fried rice this side of the East River. I wasn't a fan of Chinese food, but man did it smell inviting!

As I helped put the food into bowls I found myself alone in the kitchen with Felicia's mother, Felicia had gone off into her room to wear something nice, luckily I was already dressed in something acceptable so I was lucky.

"Peter," the older woman finally said.

"Yes Mrs. Hardy?" I asked.

"When the guests arrive I want you to excuse yourself," she ordered without batting her eyes.

"What? But-"

"-But nothing," she snapped, "you are in my house young man, you will listen to me. I will not have my daughter waste her life with some low life who lives on the streets. I understand kids your age make impulsive choices, I know I made them myself. But you are not the kind of person I see my daughter associating herself with. So please, do not make a scene."

I paused, does this bitch even know who the fuck she's talking about? Seriously? Me? Low life? On the streets?! What the fuck?!

I was boiling over on the inside, but on the outside I was clamn. I slowly nodded, "tell me Mrs. Hardy, do you know who I am?"

"What do you mean?"

"You hardly even know my name, let alone my grade level, living conditions, and yet you judge me like you do. Why is that?" she looked at me and then my clothes, "oh, I get it, yeah, I guess I understand. I don't exactly dress the role of a high class socialite, but I promise you, I do have other qualities you will like."

"Like what exactly?"

"Well, for one I'm the reason your daughter is passing physics," I shrugged.

"You're tutoring her?" she asked surprised.

"Yes, I am. I'm actually quite smart you know," I chucked.

She looked skeptical, I suppose it is her right after all. She sighed, "fine, I may have spoken too fast. But the issue remains, this night is too important for it too go wrong. I understand you deserve a fair portion of my time, and I'll give it to you...soon. That is if you and Felicia are still dating by then. But regardless, I want you gone tonight. Do you understand?"

I sighed, "perfectly," bitch.

Felicia came back and I wanted to tell her what her mom told me to do. But I honestly didn't want another fight between the two so I just told her it would be best if I came back another time when we had her full attention.

Felicia didn't like it, but she understood. We talked for some time before the doorbell rang.

"They're here," Felicia's mother, whose name I learned was Valeri, quickly walked to the door. She turned to me and Felicia, "remember you two, be on your best behaviour."

"Yeah mom," Felicia rolled her eyes.

Valeri's eyes landed on me, her unspoken order hanging in the air. I nodded, "understood."

"Good," she turned to the door and put one a big smile as she threw it open, "Norman! So glad you could make it!"

"Thank you Valeri," a tall man in a business suit walked in, "you have a lovely home," he turned around and glared at someone behind him. He pushed the figure forward revealing Harry, "you remember my son Harry?"

"Hello Mrs. Hardy," Harry gave a sheepish smile, "you have a lovely home."

I couldn't believe it, Norman freaking Osborn...fuck! Again?! AH! This guy's like herpes! I can't just seem to get rid of him! And if it's like this now one can only imagine how it would be when he goes all crazy and green!

"Welcome Norman, please, come in," she smiled as she invited them in, "will anyone else be joining us tonight?"

"No, just us three and-" he looked over at me and Felicia standing in the distance. His eyes fell on me and immediately he laughed, "well I didn't think I would see you here!"

I put on a smiled as well, "heya Dr. Osborn, how have you been?"

"Fine Peter, just fine," Norman smiled turning to Felicia, "and that must be your daughter right Valeri?"

Valeri snapped at her confusion at Norman's addressal before nodded, "y-yes, Felicia, come here please." Felicia let out a quiet groan as she stood next to her mother who gave her a one arm hug, "my pride and joy. I understand she and Harry go to the same school yes?"

Norman nodded, "yes, I belive so."

"Oh how wonderful!" Valeri smiled, "Felicia, why don't you show Harry around the house."

Harry gave of a pervish smile, "that would be lovely." I so wanted to punch his fucking teeth out of his fucking skull.

"Peter," Valeri turned to me with a smile, "don't you have somewhere to be?"

I glared at her, "do I?"

"Ah, yes, you did say so didn't you?" Valeri looked angry, but fuck it, no way in fucking hell am I leaving Harry Osborn and his fucking fingers anywhere near my Cat!

"No, I don't think so," I growled.

"Oh, were you leaving Peter?" Norman asked surprised.

"Yeah, I was, work called, but I told them I was busy," I moved next to Felicia glaring a hole into Harry's skull. I wrapped an arm around her, suprising her with my protectiveness, "so I'll be right here."

Valire looked outraged, Harry looked a little nerous, Felicia smiled at me and Norman gave a hearty laugh, "that's wonderful! I've been meaning to talk to you for some time now Peter, I'm so glad we can do so now."

That made Valerie escape out of her stunned look. She blinked, "I'm sorry, but what do you mean? Do you know Peter?"

"Know him? Why Valeri, this boy here single handedly saved my company!" Norman laughed.

"What?!" Harry asked shocked, an expression matched by Valeri.

"What is he talking about?" Felicia leaned in and whispered.

"I prevented one of his science experiments from going supernova and destroying half a block," I whispered back.

"Oh...as Spider-man?"

"Nope."

"You are so telling me that story."

"Yup," I popped out the last syllable.

"Now Peter my boy, what are you doing here? I must admit I was surprised seeing you here," Norman smiled.

"I was just visiting my girlfriend," I squeezed Felicia's shoulder, "I didn't really realize I was interrupting your dinner plans though, sorry about that."

"Oh it's fine, I'm glad you did. And might I say a fine choice," Norman nodded at Felicia, "I'm sure she'll grow up to be a beauty like her mother one day."

Felicia didn't really take to the compliment, she replied icily, "thanks."

"Excuse me Norman, but I still don't understand, how do you know Peter?" Valeri asked once more. Oh so now she knew my name? Figured, the moment she realises I'm worth something I am worth remembering.

"Well to be honest that has a lot to do with the fresh energy contract actually," Norman explained, "it's was during the Christmas party, I had invented Peter here as a thank you for saving Harry's life during the Stark Expo, if I recall correctly he also saved your own daughter's life too?"

Valeri's eyes went wide, "what?!" She turned to Felicia, "what happened?!"

Felicia rolled her eyes, "I told you mom. A couple of those Hammer robots went mad and tried to kill us. Shesh, it's like you don't even listen."

"And if I recall correctly Peter here made sure none of our children got turned into cheddar cheese," Norman chuckled at his joke.

"Really?" Valeri said turning to me.

I shrugged, "was nothing."

"Either way, he had my gratitude," Norman continued, "so I invited him to the party to show him what Oscorp was going to achieve, in a way to….persuade him into leaving his current employer."

"Never going to happen," I grinned.

"Well you can't blame a man for trying," Norman chuckled.

"I'm sorry? Current employer?" Valeri asked, "where does Peter work?"

"The Baxter Building," I supplied with a smug tone of voice. I usually wasn't this petty, but this bitch thought I was basic white trash, fuck you cunt!

"T-the Baxter Building? With the Fantastic Four?" Valeri stammered.

"Yeah mom, he knows them too," Felicia smirked, "heck, he even has Johnny Storm on speed dial. Which honestly kind of pisses me off, I mean I'm not even on your speed dial and I'm your girlfriend!"

"Hey, I don't have him on speed dial, that was a long time…" I pulled out my phone and saw Johnny's number saved on speed dial, "...huh...forgot about that. Sorry Kitten."

Norman chuckled, "well, anyway, I invite him in and like everyone else he was unaware as to why the event was happening. But he takes one look at Otto, and in seconds he figured out my evening plan. I have never seen anything like it. And then he takes it a step further and points out a flaw in Otto's machine so significant it could have potentially derailed the entire branch's launch. Peter here effectively saved me from going bankrupt and having to deal with my hostile board members."

I blinked, I didn't realise it but he was right. I had stopped him from going under pressure by his board members, did I somehow prevent not one, but two of my mortal enemies? Did both the Green Goblin and Doc Ock die that day? God I hope so.

"Real?" Valeri asked in disbelief, she looked at me with questioning eyes and I raised an eyebrow in challenging. Not just some shit from the streets now was I?

"Why yes," Norman nodded, "now Valeri, I believe we have some business to discuss. Harry, why don't you, Peter and Felicia go and occupy yourselves? I'm sure this won't interest you," he ended with a back handed insult.

"Yes father," Harry nodded, I raised an eyebrow, wow, he certainly took that like a little bitch. Push over much?

Felicia took me and Harry to her room where I proceeded to glare at Harry, trying to burn a hole into his back. The boy gulped, we didn't talk much, I wasn't in the mood and neither was Felicia, guess she also thought he was a jerk.

We spent the time just making polite conversation, not talking about sensitive subjects like MJ or how he was a giant tool.

Soon Valeri and Norman were done with their talks and we joined them for dinner. It was decent enough event, I'll admit, Norman Osborn does make for some pretty good conversation. He's the most selfish man I have ever met, true, but I kind of understood why. He did so many great things in his life, and he fought tooth and nail for it, it was his right to be proud of his work.

And I also understood why he disliked Harry, if I had a son who was such a pain I would be pissed at him too.

"So Peter, what's the next big thing the Baxter Building is working on?" Norman asked.

"Right now? Nothing too revolutionary," I shrugged, "we just got the patent for a machine which would serve as a digital file folder, kind of like an advanced version of Kindle. We sold the production right's to Amazon, we're expecting them to start production in what...five months? Maybe more?"

"Ah, I see, that's good, set up a steady stream of money, very smart," Norman nodded.

"Yes, Sue's the one who handles all the cash," I shrugged, "she's pretty amazing actually, if we didn't have her with us the Baxter Foundation would be gone in a week."

"Ah yes, I know of Sue Storm, she's very...impressive," was that lust I hear in your voice Norman? Wow, Norman Osborn had a thing for a woman who could be his daughter, how utterly surprising. Not.

Norman continued, "but Peter, I was looking over a few of the patent's the Baxter Building owns, and I came across something really revolutionary," he locked eyes with me, "tell me, do you know about Parker Blood?"

I shouldn't be surprised, so I wasn't. I knew I can't act sheepish and shy, he would hate weakness and looking weak in front of Norman Osborn was a big mistake. So I smile and nodded, "know it? I invented it."

"You did?" Harry blinked.

"Yeah, why? Did you think someone else named their invention 'Parker'?" I scoffed. Valeri looked taken back and Harry looked pissed off. Felicia looked curious, which was to be expected, I don't talk to her about things like this.

"I expected as much," Norman smiled, "I looked over the patent, ingenious really. Tell me, have you decided how you're going to go about marketing it?"

"Honestly no, making the plans is Sue's department, the rest of us just give her the toys and give her our opinion," I shrugged.

"Ah, so she's who I must talk too," Norman nodded, "it's honestly very interesting, the way you can transfer so much of power with nearly no loose, truey a mark on your record to be proud off. Honestly Peter, I don't understand why you're still in school, your skills can be put to use at work."

I shrugged, "I know, but I'm also not looking forward to that. I'm a kid Mr. Osborn, I know that. Some people would want to rush through life but...well, I can't do that. I want to live life before I have to work. There have been so many genius who went down that path and came out not knowing how to be human, valuing their own intelligence than actual people. So...I guess I just don't want to be an emotionless machine."

Norman nodded, "that is very well thought out and mature of you Peter," he glared at Harry, "if only other children your age act the same."

I won't' lie, there's a part of me loves the fact Harry was being compared to me and looked down at, it is a part of me I hate, but it is a part of me. So I just nodded and said nothing.

"Well, this has certainly been an….informative dinner," Valeri said looking at me in a new light.

"Yes, it has," Norman looked at his watch, "oh dear, it's gotten very late. We have to leave," he stood up, "Valeri, it was a pleasure, you were an excellent host."

"Thank you Norman," we all stood up and walked to the door. Valeri opened the door, "I hope you keep in mind what we discussed."

"Thank you, I will," Norman nodded and turned to me, "it was an unexpected surprise to see you Peter. I'll be in touch with the Baxter Foundation in regards to your invention, I'm sure Otto will find it interesting to look over."

I nodded, "I'll look forward to that."

The Osborn's left, Valeri closed the door and turned to me. She narrowed her eyes and me and then Felicia. She didn't say anything before sighing, "it's was nice getting to know you Peter. I hope to see you more, Felicia, say your goodbyes, I'm sure Peter's work is curious where he was."

"Yes mother," Felicia hissed, but Valeri ignored her and went into the kitchen. My girlfriend turned to me and smiled, "the way you stood up to my mom was such a turn on."

I grinned, "you're welcome. I won't lie, that felt good. I get what you say, she is a pain sometimes."

"Now you know," she smiled. She pressed a soft kiss on my lips, I wrapped my arms around her and hugged her deeply. She whispered, "knock on my window in one hour's time. You still owe me a steamy foreplay session."

I bit down on her neck and whispered, "I know. And you owe me too, Kitten," I purred into her ear before breaking the hug and left. I came back soon later and needless to say, we had a very enjoyable evening.

 **The next Day:**

School had began again after winter break, I honestly didn't remember what happened in school I did remember Harry glaring at me, but Felicia and I didn't care. We spent the entire time making googly eyes at each other, and the people were honestly surprised, they didn't know we were dating after all. Well, they did now.

There was one interesting thing that came out of all of this, I finally got to take my driver's test. I was only 15, and this was just practise, but I felt glad I was finally getting my hands behind a wheel, it didn't matter how.

After school was over I went to the SHIELD bunker where I found Natasha waiting for me in the conference hall with two folders in front of her. She looked at me and narrowed her eyes. Great, what did I do now?

"You captured a drug lord and recorded it?" she asked. Oh, that's what.

I shrugged throwing my bag on the table, "in my defence, I had no idea Daves was going to meet Marcelle, I just happened upon him and I decided to drop in."

"And you didn't think to call the cops?"

"Didn't want to risk Daves running away," I replied.

"And the video?"

"Proof, in case Nick tried to play it off."

"And getting your girlfriend involved?" she raised an eyebrow.

"...I'll admit, I did that for fun," I chuckled.

Nat grumbled, "at least you're honest. Fury was angry at the stung you pulled. He demoted the techie that helped you identify John Travis."

"So Fury was... _furious_?" I chuckled.

Nat growled rubbing her temples, "God help me," she took one folder and slammed it on the table, "here, you wanted a mission, you got one. Against my advice Fury believes you're ready, so here, enjoy."

"Thanks, your enthusiasm is infectious Master Romanoff," I rolled my eyes. I took the file and quickly read it over. There were reports of children going missing in West Bronx area, some homeless kids or poor ones, so no one really noticed. But SHIELD did, and so did the FBI, but the latter didn't have the resources to go after them, or the time. It wasn't important enough, but now SHIELD has me.

I memorised the details, the children targeted were off the ages 12 to 16, some were younger, but most were around puberty. They all were of different races, black, asian, white, nothing specific. But there were a lot more girls than boys, might be something, can't say for sure.

I looked at Nat, "are you coming with me?"

She shook her head, "no, this is your mission and your mission alone."

"So that means you'll be trailing me and making sure I don't fuck up, nice," I ignored her sly smile, turning back to the paper, "okay, just so that I know for sure I'm not going to get this wrong, what's my mission objective?"

"Can't you read?"

"I want to hear it from you."

"Find the children, save them, detain everyone involved and call SHIELD. Understood?"

"Can I use any method I want?" I asked.

"Yes, within reason, so that means no posting it on Instagram," Natasha glared, and I ignored her.

"Alright then," I put the folder away and took of my coat. I threw my shirt off revealing my deactivated costume underneath. I put on my mask and activated it, slipped on my web gauntlets and slammed my palm in the middle of my chest, activating the arc reactor, black webs began growing outwards covering my costume.

"I didn't realise you figured out Stark's tech," Nat said with a raised eyebrow at my costume. That's right, this is the first time she's actually seen it huh?

"Yeah," I nodded, "I figured it out some time last December."

"He is not going to happy about that," she smiled.

"Why? Do you think he'll sue me?" I asked a little afraid.

"No, he's probably going to be more upset a 15 year old kid figured out his tech in what? A month?"

I shrugged, "about that long yeah. But I did have help, I stole the arc reactor off one of those Hammer drones, helped me out a lot in figuring it out."

Natasha blinked, "when did you...never mind, call me if things go south, I need to report to Fury," she got up and walked away.

I quickly left the bunker and swung my way to the Bronx. The city was slowly being covered by darkness, I could feel the criminals getting ready to start their night. I stopped a mugging on my way to West Bronx but that was it, I couldn't let anything distract me.

I reached the area with the most number of kidnappings, eight blocks of shadowy streets and wrecked buildings. The people here were poor or homeless, I saw several families living in one apartment, I saw people looking suspiciously at everything that moved. This place was affected by the kidnappings, I could feel it. They were afraid for their kids.

I stalked the streets, my night vision goggles activated at all times allowed me to see everything clearly. Nothing would escape my sight.

As I snuck around I heard the people living under the roofs yell out.

"This isn't safe anymore! We need to leave!"

"Daddy I'm scared."

"I'm in love man! She's totally the one!"

"Maybe the world can do with one more police man."

I heard their private conversation and I did my best to ignore them, though a few did make me pause. Like the one where a man abused his son. That really pissed me off. But I was on a mission, I couldn't do a thing without giving myself away.

But as the night went on I became more and more focused to the boy being abused. I felt anger at the way his father beat him, how the mother cried out. How the boy cried.

I wanted to stop it, but just as I made up my mind to help the door to their house was thrown open and the boy ran out.

"Get back here!" the father ran out belt in hand.

"Leave him George! Please!" the mother held him back with one arm.

"Let go of my bitch!" he slapped her across the face sending her flying back.

I narrowed my eyes, fucking creep. I jumped down, "hey you!" he turned to me and eyes widened in surprise, "pick on someone your own size," I threw a light jab into his stomach, knocking the wind out of him easily.

He fell to the ground holding his stomach in pain, his eyes widening in shock as he dry heaved. I turned to the woman, "I'll bring him back, I promise."

She blinked, "t-thank you."

I nodded and immediately ran into the alleyway the kid ran into. I looked around the alley, inside trash cans, street inlets, everywhere. He had ran, and didn't stop.

I eventually made it onto the main road and looked around, a small park was on the other side, if I was a kid trying to run away that was where I would go.

I ran inside and began looking for hte boy. And just as I reached the heart of the park I heard someone yell out, "help! Someone help me!"

It was the boy! I turned and ran towards the voice. I reached the other side just as a white van speed off into the distance. The kidnappers, they had gotten him. I needed to follow.

I jumped onto the nearest telephone pole and leaped across them following the van off in the distance. They were driving away quickly, but I managed to keep up, hiding off in the shadows so they couldn't see me.

They drove for what must have been an hour, all the way around the city, doubling back. They almost spoted me a few times, but I managed to stay hidden by climbing up the side of buildings, hiding where they would never think to look.

Finally they stopped in front of a building in Hunts point. The building was shoved between a Farmer's market and a warehouse, so boring looking I doubt anyone would have looked twice at it.

The garage doors opened and the van drove in. I managed to spy men inside armed with guns and heavy duty gear, they looked like military, expect they wore all black. Something was wrong, this didn't feel like a child kidnapping ring at all. I needed to be cautious.

The building was three stories tall and the windows were tinted, something didn't feel right. I jumped onto the roof and looked around for an air vent I could sneak in through. But the one I found was too small for me to fit inside.

So with no other choice I began crawling down the walls, reaching a small window from where I could smell urine and cleaning chemicals. The bathroom. I quickly covered the glass window with a thin coating of my webbing and pressed my palm against it, pushing it slowly, steadily building up the pressure before I heard the glass crack.

The webbing held all the pieces together and muffled the broken glass. I pulled the webbing out and the glass pieces came along with it. I stuck it to the wall and crawled inside.

The toilet was empty, good. I hide inside a toilet stall and waited for around ten minutes when finally someone walked in. I woman by the sound of her high heels. Great, just great, I snuck into a woman's bathroom. No time for modesty, time to interrogate.

I heard her lean against the wash basin and pant, looks like she wasn't having a nice day. She had blonde hair, blue eyes, a few inches shorter than me and she looked exhausted. I snuck out of the stall and cleared my throat, "hello there."

"What the-" she turned around and I webbed her mouth closed. She looked horrified as she grabbed the webbing and tried to break free.

I quickly covered the toilet door with my webbing and grabbed her by the neck, lifting her into the air with one hand, "you're going to tell me what I want, and if you lie to me, I will know. Do you understand?"

The woman looked panicked, she struggled to break free. I growled, I grabbed the wash basin and slowly crushed it with my grip, turning it into rubble. She stopped and looked at me in horror as I slowly tightened the hand I had around her throat.

"I can kill you without a second thought. So tell me what I want to know!"

This time she nodded. I threw her into a stall and closed the door behind me. I grabbed he webbing and sprayed it with a solution that slowly dissolved it. It was something I came up under the advice of Sue, good thing I listened to her huh?

"What is this place?" I growled, doing my best Batman voice.

"I-I don't know! No one knows! We got hired by some big company and asked...we were just told to do some tests!"

"On children?" I growled making a leap, but something told me by the way she paled I was right on the money.

"I didn't know! For the longest time we just perfected the formula! We didn't know what we would be testing them on! When I found out I didn't want to do it! But they threatened my family!"

I understood her feelings, regret, I could use this.

"Tell me everything and I'll stop them. Tonight, I'll make sure all the children escape and even the scientist like you who had no choice in this."

"You can't," she said looking guilty and sad.

"I can, and I will," I told her firmly.

"You don't get it! You can't save them because they are all dead!" she was crying in tears.

My eyes went wide in horror. All those children, all of them….were dead? I...I couldn't believe that. I….I was going to save them, I was going to take them to safety and now….dead?

"Monsters," I growled.

"We are," she didn't try to deny it.

I felt guilty for not noticing this sooner, if maybe just one day earlier and one other child would have been spared, one more family that weren't broke apart. And just then I remembered the mother whose child I promised to return. There was still time, I could save at least one child tonight.

"Tell me everything," I asked her softly.

"We were all fresh out of college," she admitted, "geneticists from the top universities in the world. We were recruited and asked to replicate a formula, some kind of genetic enhancer. We didn't know what it did, but the challenge was exciting. We were well paid and well funded. And around two months ago we cracked it."

I nodded, two months ago the children started to disappear. "What happened next?"

"They-they brought in the children," she looked sick, "so many of them. They made us inject the children with the formula, trying to...I don't know what. The gene was supposed to make them powerful, beyond human. But...something went wrong. They died, they all died."

Experimentation on kids? Why did I feel like killing someone? "Did anyone participate willingly?"

She shook her head, "no, nobody did."

"Then why?" I couldn't keep the hate out of my voice.

"Because they threatened us, everyone one of us," she explained. She told me that before, but after what I just heard….I needed to know they had no choice in this as well.

I looked at her, she was scared. But I knew she was also feeling guilty, maybe she could help me.

"How many guards in the building?"

She looked surprised at the question, "ah, well, 10 on each floor and 30 in the basement."

"What's in the basement?"

"T-that's where the gas chamber is," she gulped, "we have to supply the formula through the air. No other choice. So the children are….are…."

"It's okay, you don't have to say it," I stop her, "tell me..."

"Betty, Betty Cooper," the woman supplied.

I blinked, "like the Archie Andrews comic books?"

She chuckled, "yup. I'm surprised, I didn't realise superheros...well, read comics."

I scoffed, "woman, I am a comic." She laughed, and for a moment everything seemed better. I sighed and spoke, "Betty, I need your help."

She looked afraid, "w-what? Me? But what can I do?"

"You can get me proof," I told her, "you have files of your experiments, yes?"

"Yes, we all do."

"Well I need them."

"Why? What can you do with them?"

"I've been sent by the government, originally I thought it was just a kidnapping ring, but now it is so much more than that. I need proof, I need information so that my employers can track them down. The people that forced you to kill children, they don't deserve to hide in the shadows and play around with human lives. Help me, help you."

I moved back and waited. She looked conflicted for the longest time. And then she looked up at me with determined eyes, "I-I'll do it!"

I nodded, "good. Now," I kicked open the stall door, "let's go save that kid."

We snuck out and I followed Betty's lead as we snuck into her lab. There I hacked into the system and downloaded the building's plans into my SA. She and I then split ways, she went to the main data storage of this entire building, while I made my way downstairs.

I quickly found three guards down the corridor. I smiled, I leaped up and kicked the one in the middle right in the back sending him flying forward.

"What the-," the one on the right said just as my fist meet his face and my left leg kicked the last guy in the groin before I kneed him in the face.

I grabbed all three and stuck them to the wall with my super hard webbing just as my phone rang.

I picked it up and put it on speaker, "hello, you're on speaker."

"Why? Isn't this supposed to be a stealth mission?" came Nat's drowning voice.

"It was, now it's more like a get to the basement as fast as you can kind of thing," I webbed two more guards before they even noticed me and quickly ran into the elevator at the end of the corridor.

"Spider, is there anything you wish to tell me?" she asked slowly.

"Yeah, tell the Director he should have had someone on this the moment the kids started to vanish," the elevator dropped to the first floor. "Someone's been experimenting on them, trying to mutate them with some mutagen. Even the scientists working here are doing so under protest. Every child so far has been killed, only one's alive, and I'm not planning on letting him die."

"Spider you should wait for backup," Natasha hissed.

"No," I growled back "it's now or never. Sorry Widow, but I'm not the kind of guy who sits back and lets a kid get killed," the elevator slowed down, "bring people to my position, don't hurt the scientists, the guards on the other hand are fair play."

"Fine Spider," she sighed, "just...just don't die, okay?"

I chuckled, "okay Widow, I promise," I hanged up just as the doors opened and two guards looked at me in surprise.

"What the fuck-" I grabbed them both and pulled them inside. I threw them into the lift and started to beat on them. The doors slowly closed and when they opened I was the only one who walked out with the other two unconscious bodies behind me.

I snuck along the shadows of long and dark corridor. According to the schematics of the building there should be a large room further ahead. I found it quickly, but soon realised it was locked, not with a key too, it was the digital kind. Luckily I had just the thing for something like that.

I took out the Oscorp decoder box I stole from Rhino's crew and set it against the digital lock, the machine activated and whirled, running quickly through numbers before I heard the door unlock.

I took the decoder box and quietly walked into the room, closing the door behind me. Inside looked like a villain's lair if I ever saw on.

The walls were lined with machines and screens, scientist walking around looking at calculations, and for each scientist there were two guards with machine guns. And in the middle of the room was a glass box chamber with an unconscious boy inside it, pipes connected to the inside.

The boy looked safe, if just asleep. I quickly hide behind a large work station, jumping onto the wall and crawling my way near the rafters.

"When will it be ready?!" I heard a man yelling. He was standing on a stage before the glass box, decked out in full armour and a robotic right arm. He looked old, like Vietnam old, and judging my the muscles and the scars he probably was in Vietnam.

"W-we are just finishing the formula sir, just a few more seconds and it could improve the chance of success by 12%" a skinny man stood next to the old soldier looking horrified.

"12%? That doesn't seem like much," the man growled.

The skinny scientist gulped, "y-yes, but it is something. The child might even survive this time and-"

"-Your job isn't to save worthless rats!" the man yelled, slamming his metal fist into the stage railing denting it. "Your job is to provide results!"

"Y-yes sir! I know, but-"

"-But nothing!" the man yelled, "start the experiment now! Or do you want a reminder of what I did to your predecessor?" he ended with a growl.

"N-no sir! We'll start right away! Charles! Get everything set! Experiment 32 begins now!"

"Yes Dr. Lang!" a younger man nodded as he moved to press a big red button. I couldn't hide any longer, I needed to stop him!

"Wait!" I yelled out stopping everyone in the room, drawing all eyes on me. They looked shocked at seeing me, I gulped, "so….lovely weather today right?"

"What the hell is Spider-man doing here?!" the old soldier yelled out.

"Stopping you!" I yelled out, pulling out a web cartridge and throwing it at the main control panels. The moment it struck, it exploded into a web grenade, seeping into every crack of the machinery.

"No! He's ruining everything!" the old man yelled, he turned to a couple of stunned guards, "what are you waiting for?! Shoot him!"

The guards broke out of their stunned surprise and quickly opened fire at me. Luckily my spider senses kicked in and I dodged the bullets with ease, leaping away, towards the glass box with the kid inside.

"Bet you can't shoot me!" I taunted. The guards fell for it, shooting at me, I dodged quickly, the bullets breaking the glass box with the kid inside.

"No! Stop him you idiots!" the soldier yelled as everyone else in the room ran away in a panic.

"Thanks you guys! I don't know how I would have broken him out of that box otherwise!" I chuckled as I leaped onto the wall and jumped away, hoping to empty their clips quickly.

But I didn't pay attention to what it was they fired at. A bullet pierced a pipe line next to my mask releasing a green gas that clouded my vision. Immediately everything went blurry and I lost all sense of balance dropping to the ground like a fly.

"You fools! You've killed us all!" Dr. Lang yelled out as he and his assistants ran out of the room.

I felt my head spin, was I poisoned? Oh God, the gas. I could see it leaking out, it would kill the kid, so many dead, I can't let any more die.

I stood up slowly, I saw the guards running away in the corner of my eye. Fucking cowards. I looked at the pipe and held up a shaky hand. I blinked away my heavy eyelids and fired a stream of webbing covering up the pipe, sealing the gas leak.

"Impressive," came the voice of the soldier. I looked up, he was looking down at me from his stage.

"You didn't run like a coward," I chuckled as I felt my feet slowly get it's strength back, I stopped seeing three and slowly focused on him.

"You really are amazing, you know that?" he asked with a smile, "people who have subjected to that gas died in seconds, but you? You survived...you are an asset to my employers."

"Sorry pal, I ain't nobody's asset, least of all a cult of child killers," I spat.

"Sacrifices have to be made," he shrugged as he grabbed his armour and threw it off revealing a muscular body underneath that could have put Thor to shame on the basis of pure muscle mass.

"I'll give you one chance Spider, join me, together we can save the world," the man grinned.

"Sorry, not going to happen," I was panting, don't know how long I can keep standing.

"Fine, be that way, I'll extract your secret's from your corpse!" he charged at me with his right hand raise up. It's palm suddenly changed into a giant metal blade coming straight for me.

I would have usually jumped away and drawn out the fight, learning who he was and who he was working for, but I don't have time for that.

I held up my hand and fired a repulsor blast at his metal arm ripping it into pieces. He swung a stump at me and blinked when it failed to hurt me.

"How did you-"

I fired a web line at his mouth and grabbed him by the collar throwing him up into the air before sticking him to the wall with webbing. "Simple, I'm Spider-man," I turned to the kid, he was slowly coming too. I really wasn't looking forward to this.

I grabbed the kid and put him on my back as I walked into the elevator. It opened up into the ground floor and I slowly walked to the exit. But as I neared the exit I noticed flashes of red and blue outside, please let that be SHIELD, please let that be SHIELD.

I walked out and found the scientist and armed guards being restrained by men and women in black suits. They had the SHIELD logo on their arms -yes!- and standing in front of me with a raised eyebrow was none other than Fury himself.

"And here I thought we wouldn't be seeing each other again," I chuckled weakly, that gas was coming back, I think... I might faint this time.

"Well, I didn't expect this now did I?" he asked, "32 children kidnapped and experimented on, and we had no idea."

"31," I told him.

"What?" he asked raising an eyebrow.

"31," I moved the kid off my back and called an agent over, putting him into her waiting arms, "he's had a rough home life, so when you return him, make sure you rough up his dad for me, okay?"

The agent looked skeptical, she turned to Fury who just sighed and nodded. The woman then left with the kid in hand and I turned my attention to Fury.

"Are you here to fire me?" I asked.

He raised an eyebrow, "why would I?"

"Because I didn't wait for backup," I sighed leaning against a phone pole, yeah, the gas was affecting me. Please don't tell me this is how I fucking die!

"You did what you were told," Fury sighed rubbing his one eye, "I suppose it's not your fault the intelligence was so wrong..."

I sighed, "so I'm not fired, yay!"

"No, you aren't, in fact I'm here to congratulate you on your first mission," Fury nodded, "and to clean up this mess."

I smiled, "talk to Betty Cooper, blonde, and no, I'm not making this up. She has all the files you'll need regarding the experiments they were doing. It should be a good place to start."

Fury nodded, "I bet it is," I felt my eyes grow heavy, he nocited me leaning on the pole, "are you okay? You look exhausted."

"I am," I told him, "I was exposed to some kind of gas in there. It was what they used to experiment on the kids. I don't think I'll die or something, my blood's...it's special. But, I do feel exhausted, maybe...maybe just a nap."

Fury looked worried, "what you need is a doctor."

"So you can experiment on me while I'm sleeping? No thanks," I chuckled.

"This isn't a joke Spider," he growled.

"Fine," I sighed, "call Susan Storm, she knows a lot more about my blood work than anyone else on the planet. If anyone can help me, she can. Call her, now."

Fury nodded, "fine. Anything else you need?"

I chuckled, "oh I don't know, since you're asking, could I maybe have another one of these combat suits you guy have? And make it a woman's size," Fury raised an eyebrow, "please don't ask me why."

"I have a feeling I'm going to regret this," he sighed.

I chuckled, "y-yeah, you just-" and suddenly my legs gave out and I fell to the side. My head hit the pavement but I felt nothing. I heard Fury's muffled yells through my helmet but I didn't care to listen. I just needed some sleep...yeah, that's what I need.

* * *

 **Okay, I'll admit that did go a little dark near the end, but it was needed, this is the start of this Spider's story in the MCEU. Very important, trust me.**

 **Also yay! Felicia's mom's a bitch! That should explain a litte more as to why she does what she does.**

 **Also...Norman gave Peter credit...what a surprise. Huh.**


	15. Subject - D

I woke up feeling comfortable. I looked around, I know this place, it was the first room I ever saw in the Baxter building, the med bay. Damn it, I must have gotten knocked out.

I was still wearing my Spiderman costume, my helmet was removed and placed on the side table along with my web gauntlets. I got off the bed and my feet wobbled slightly, they felt heavy, like really heavy.

I put on my gauntlets and helmet and walked out of the room, I needed to find Sue, she would have some idea what was going on.

I walked down the corridor and came upon her lab, I opened the door and stepped in, "Sue, we need to talk."

"Peter?! Oh my God you're awake!" Sue cried out as she ran up to me and hugged me, "we were all so worried! When Fury brought you in we thought you were going to die! Johnny looked like he was going to go super nova! When they told you what you did though-"

"-Sue, breath," I chuckled.

Sue took a deep breath and let it out. She hugged me once again, "I'm glad you're alive."

I hugged her, "so am I Sue."

"And don't you ever do something like that again?!" she yelled out hitting me in the shoulder as hard as she could, "we all thought you were dead! What were you thinking?!"

"Ah, in my defence there was a child's life on the line," I sighed as I removed my helmet showing off my real face.

"And sometimes you forget that you're also a child," Sue shoot back.

I grinned, "that didn't seem to stop you from checking out my ass whenever I'm in costume."

"I-I do not!" she blushed.

"It's fine Sue, I do the same when I see you in costume," I winked.

She sighed rubbing her temples, "you're impossible."

"Indeed," I smiled.

Sue sighed and pointed at a chair, "sit, and take off your costume, I need a blood sample from you and I couldn't figure out how to remove it."

"Johnny didn't tell you?" I asked as I expanded my costume and shimmed out of it sitting on the stool in nothing but my briefs.

"No, Johnny, Reid and Ben all left with Fury," Sue explained with her back towards me, she was preparing a few needles to extract my blood, "Johnny wanted to help get those guys in jail and Ben was willing to lend a hand. Reed is in Finland though, he was called to consult in some kind of secret project last week. I don't know when exactly he'll be back, but-"

She stopped mid sentence as she turned to me. I blinked, "Sue? You okay?"

She looked down at my body, her eyes lingering on my abdomen before slowly going lower. I was about to tease her again when I felt something in the air. I could almost smell it, like a different kind of scent I never smelt before. I smelt it and blinked as I realised it was coming from Sue herself, and it smelt amazing, like warm maple syrup.

"Sue?" I asked again.

She snapped out of her daze, "w-what? Oh, yeah, I'm fine," she blushed and quickly met my eyes, "h-here, shouldn't need too much of your blood," she said as she carefully pressed the needle into my arm practicing a syringe full of my blood.

Why she did that I was focused on that smell, it was stronger now, it was coming from here. But I never smelt it before in my life, at least nothing like this. So how? Or rather, what is it? Did it have something to do with the gas I was exposed to? Did it change me? Mutate my powers?

Sue coughed, "so ah Peter, tell me what happened."

I sighed, "well where to begin," I quickly told her about the mission and what had happened. The gas and why I think it might had gotten to me.

"Well we'll just see about that," Sue said as she took my blood to her work station, she looked over her shoulder, her eyes going down my body again and I immediately smelt that warm husky maple syrup scent, "you ah, you can put your clothes back on Peter."

I nodded, usually I would I just teased about perving on my body, but now? Now things are too weird, I need be serious, this was an unknown factor, I needed to deal with it properly.

I went back to my lab and grabbed my civilian clothes that I have stashed away just in case I needed it. I pack up my costume and put the away, coming back to Sue's lab. Her monitors were filled with images of my blood and Sue looked at them like she didn't understand what was going on.

"What's wrong?" I asked her.

"Nothing," Sue hissed, "which is exactly the problem. You blood is different now, it's genetic structure is….it's like i mutated," she pulled up two monitors displaying my genetic helix, "the one on the right is your blood a week ago, the one on the left is your blood now."

I looked at the two samples, the one I had a week ago looked to be relatively normal, and so did the one I had now. But upon further looking I realised certain strands were different, mutated into something else entirely.

"How?" I asked.

"I have a theory," she said, "it's relating to your meta powers." I nodded allowing her to continue, "you see, I think your blood is the key to your survival. Like we figured out the first time around, your blood adapts itself to foreign invaders, so maybe this time it did the same thing."

I hummed, "do you have the files from the lab? Do we know what this thing was?"

Sue nodded, "yeah, just a sec," she quickly pulled up various documents up on the screen, "from what I understand these geneticists were task to recreate some kind of way to duplicate a mutagene. From what I understand this gas was based upon a 'Subject- D', someone who apparently has some sort of special powers."

"Do we know what kind of powers he had?" I asked.

"No, _her_ file wasn't included in the folders SHIELD gathered," Sue told me.

"Subject- D is a woman," I stated, "okay...how about her genetic sequence? Can we figure out what's so special about her through it?"

"No, because they didn't know either."

"What? How's that possible? They were trying to recreate her powers but had no idea how they worked or even what they were?!"

"Why do you think 31 children died as a result?" Sue spat out, "fucking monsters. They weren't given enough time or material to research, it's like giving a toddler a few water colours and asking him to paint the Mona Lisa. Impossible, unless you have a genius working for them."

I sighed, "so what do we know about the gas itself? What can we tell?"

"Well, the gas was made up of certain properties that I'm not really sure about," Sue grumbled, "it seems the scientist were given a sample of Subject- D's blood, but were not allowed to examine it. So instead they had to somehow push the blood to take over the….children's bodies," she stopped, "children Peter...fucking children!"

I hanged my head, "I know Sue, belive me, I know."

"How did SHIELD not know about this?" she asked.

"They did...they just didn't have anyone to take the mission, until me that is," I sighed.

"I swear, next time I see Fury I'm going to strangle him!" she yelled sending out a flash of power that pushed everything around her as she created an invisible force field around herself.

"Sue, calm down," I quickly told.

"Yeah….sorry about that," she growled before turning to her monitor.

I was about to reply when I smelt something in the air again, rusted copper. It smelt burnt, a fire? "Sue, do you smell that?"

Sue looked confused, "smell what?"

"That," I sniffed, "like burnt copper. Like something's burning?"

"I'm not sure," Sue groaned, she opened up the security cameras in the Baxter building, "I'm not getting any fire alarms anywhere on the top five floors Peter."

I narrowed my eyes, I moved towards her to look at the screen and immediately the scent got stronger. It was coming from her? Again?

I blinked, "I-ah….forget about it."

Sue looked worried, "Peter, if you're smelling something that isn't there maybe you have a concussion or something. Maybe you should rest."

I shock my head, "not until I figure out what's wrong with me."

"Peter-"

"-Sue, please, I need to know," I pleaded.

Sue sighed, "fine." She opened my blood work again, "they used radiation to try and fuse Subject- D's blood into...their test subjects," she growled and once more I smelt the copper blood. Was it her anger I smelt? Can I do that now?

"So radiation, again," I sighed, "first it was a radiated spider, now radiated gas…..Wait a minute, can we reverse engineer my two blood samples and see the difference that have occurred so far?"

Sue's eyes went wide before she smiled, "that's brilliant!" She quickly began to move around her lab, I watched as she got to work doing something I didn't even have the first clue what. What? There were limits to what Peter could be amazing at, genetics isn't one of them.

"God dammit!" she cried out suddenly.

I immediately walked up to her, "what's wrong?"

"Your blood! That's what's wrong!" Sue yelled out, "it's fucking locked!"

I blinked, "what do you mean?"

"When I tried to analyze your DNA the genomes were unreadable," she hissed, the smell of burnt copper taking the air, "it was like….like an encrypted computer. I couldn't access the changes made, it's like your DNA has a passcode for it, so I can't decode it!"

I blinked, "how is that even possible?"

Sue sighed, "your genes have a sort of protective layer of enzymes covering them, preventing people from understanding what they are. It's the same thing that allows you to adapt from your spider bite, assimilating your spider power, only now it prevents me from looking into it's genetic structure. We use enzymes for genetic surgery, but the moment I introduce any enzyme your...layer of protection kind of blocks it, preventing me from even looking inside."

I thought about it for a long time and I guess it sort of made sense, "so when you say you need a pass code to access the DNA..."

"I mean I need a specific enzyme that can cut into your genetic material without getting absorbed or destroyed."

I rubbed my head, "fuck me."

"You're telling me," Sue sighed as she leaned against her table in defeat.

"Well look at it this way, at least now people won't be using my blood to clone an army," I chuckled.

Sue looked at me with a raised eyebrow, "you think of weirdest things Peter."

I shrugged, "oh please, you think some mad man out there isn't planning the very same thing? Heck, SHIELD probably has some of my DNA already, but hopefully they can't study it too."

"Let's hope so," Sue sighed, "I'm sorry Peter, I guess I haven't been much help today huh?"

"Are you kidding? You've helped me more than enough," I smiled, "I know I'm not dying, so that's like, super important stuff."

Sue rolled her eyes, "yeah, I guess. I just wish I knew what changed in you."

I shrugged, "whatever it is, I'm sure I'll find out pretty soon," I wished Sue well and quickly left for home. Luckily Sue had covered for me with my Aunt and Uncle, telling them I was just working late.

The next day I was in school like nothing ever happened. Natasha kept giving me cautiously looks during English class but I quickly assured her everything was fine, and if I needed help I would tell her.

After school Felicia, MJ and I went to our favorite coffee shop for their tutoring lessons. I sat down and sighed, my body was feeling a little heavy, did I eat too much? Maybe….something's not right.

"You okay Tiger?" MJ asked as she took out her physics book, "you look a little under the weather."

"I'm fine," I sighed, "just came home late last night, I had a lot of work to do."

"For the FF?" Felicia raised an eyebrow as she sat down next to me.

"No, for a client," I told her, which was our way of saying it was Spider-man related.

"Hm, are you okay?" she asked checking my temperature, "you don't have a fever."

"No, just a little..sluggish I suppose?" I sighed.

"Oh honey, do you want me to kiss it and make it better?" Felicia asked.

I smiled, "hm, could help," she leaned in and kissed me on the lips, I suddenly was assaulted by the scent of warm maple syrup once again, lust. Thank God, because if she was feeling anything else that would be weird.

"Do you feel up for teaching?" MJ asked, ignoring the fact Felicia's tongue was still in my mouth.

I broke the kiss and turned to her, "yeah, I'm fine, just….I'll be right back," I stood up, my stomach was spinning.

"Peter-" Felicia called out in worry.

"I'm fine, I promise," I told her quickly rushing to the wash room.

"Do you think it's some sort of virus?" MJ asked.

Felicia shock her head, "no, if it was I would have it too."

MJ's cheeks turned red, "because you two are….physical."

Felicia grinned, "you could just say making out Red."

"R-right," she stammered out, "I didn't realise you guys were...there yet."

"We are," Felicia nodded, "you and Harry?"

"No," MJ growled, "he's very pushy, but the way he's treating me….I don't really see this ending well for us."

"Hm, tell me how is Osborn?" Felicia asked sipping her drink, "good kisser?"

"Well," MJ blushed, "he's okay, makes me happy when he does it, but he's always so...pushy. He ruins the moment you know, tries to get too much too soon."

Felicia nodded, "yeah, I get that. Before Peter I dated a few guys like that, but it gets better I promise. You just need to get yourself a Peter is all."

MJ sighed, "yeah, maybe you're right…..so, how's Peter?"

"Perfect," Felicia grinned, "I swear it's like he's a different person. He's so demanding sometimes, but he isn't really like, physical?"

"What do you mean? How is it no physical?" MJ asked.

"Well...it's like he demands your mind, body and soul to pay attention to him," Felicia chuckled, "it's honestly kind of cute. But when you're in the moment, it's like you don't even think of saying no."

MJ blinked, "huh, congrats I guess."

"Thanks, I really lucked out. Most guys like him would be so arrogant about it, they think just because they have a huge dick they can like demand whatever they want and not give anything in return. So I'm glad-"

"-Wait what?!" MJ yelled out in shock. Everyone turned to look at her and the redhead blushed. She quickly went around the table and sat next to Felicia and whispered, "what do you mean?!"

"What?" Felicia asked confused.

"What do you mean….dick," MJ blushed, "have you guys d-done it already?!"

Felicia looked surprised, "well...yeah. Wait, did you think I was talking about just making out all this while?"

"Yes!"

"Ha! Your priceless Red," Felicia laughed as she sipped her drink.

"H-how?! When?!"

"The night of your play," Felicia replied with a shrug.

"W-what?!" MJ squeaked, "so soon?!"

Felicia shrugged, "it felt right. I wanted to and so did he and...well, we felt really close that night," Felicia smiled remembering her finding out his secret and him loving her while knowing hers. It really was an amazing night.

"B-but," MJ looked shocked, "woah."

"Yeah, I had the same reaction," Felicia teased.

"So when you said he was demanding..."

"Oh yeah, rough, but not so much it hurt," Felicia then remembered the pain of losing her virginity, "well..maybe there was a little pain."

MJ blinked, "Felicia, details, now." Felicia looked surprised but shrugged, she then proceeded to tell MJ of her first time, going into details whenever necessary.

I walked into the bathroom and reached the sink, dry heaving into it. I looked up, my face looked shaken, slowly loosing colour. I quickly washed my face, maybe it was time to call SHIELD?

But then suddenly my body stopped shaking, the upset stomach went away, I felt normal again. I sighed, what the hell is going on?

Suddenly I felt something, my hands started to twitch. I could feel some sort of energy inside my hands, I could feel it growing. My muscles twitched, I was curious, I held onto this feeling and slowly tried to pull out more of this energy, when slowly my arms started to glow blue.

My eyes went wide, the hair on my arms stood up straight from static, the energy building up in my arms grew and grew and then suddenly;

Boom!

The blue energy was discharged from my hand, the surprising force of the attack made me lose my balance sending me on my ass, the blue bolt of energy struck the bathroom window and evaporated into thin air, sparks of electricity flew through the mirror's surface.

I started at my hands, the glowing energy slowly died down, I could feel more inside of me, but without me guiding it out there it will remain. My logical mind quickly took over, I needed to process this, quickly.

The energy I drew out was from my own body, it glowed blue and acted like a plasma bolt. It didn't have mass...it's acted like arc's of electricity when hitting the mirror, glass was a great insulator of electricity, hence why it didn't shatter.

"What the hell is this?" this wasn't a power Spider-man had….at least not this version of him.

Miles Morals, he had an attack similar to this, harnessing his bio electricity to stun people. Meaning...no, that didn't make sence, Miles, if he was alive, would be too young to have powers of his own. Meaning it was someone else.

The powers, they came from the gas, which had the DNA of 'Subject- D'...D….Drew? Jessica Drew? Oh my God, it fits, Jessica Drew has her own form of venom blasts and….she could control and detect pheromones! One of which I could now do!

She also had abilities similar to Peter's but since I already have them I doubt there will be much of a difference in that. I know she has a few things unique only to here, but now I have them as well.

I reached back into my memory, Jessica Drew, Spider-woman, no relation with Peter Parker. Smart, loyal, sexy as fuck if I remember correctly and….she was an Agent of Hydra.

If 'Subject- D' was Drew, then the people we caught last night were...Hydra. And if this universe is similar to the Marvel cinematic universe, the SHIELD _is_ HYDRA! Which is why people dismissed the child kidnapping case for so long! HYDRA was buying it's people time!

Fury was angry at me, he acted out of anger and assigned me a case he was never supposed to. In doing so he messed up Hydra's plan, and I...holy shit, the soldier, he was a high ranking member in the operation, a member of HYDRA!

I didn't want to tell Fury about HYDRA, I didn't know how to explain a 15 year old kid knowing about an agency hidden inside another agency that is the most highly protected and mysterious one in the world.

But now I could! I just needed to get that old man to talk!

I took out the SHIELD issue phone and called Nat, it rang twice before she picked up, "what is it Spider?"

"The old soldier from last night, did he say anything?"

"Why? Is something wrong?"

I hesitated, should I tell her about my powers? No...SHIELD already had a file on me, meaning HYDRA had a file on me. In case they ever plan on taking me out, I would need an ace up my sleeve, and my new powers need to be kept hidden.

"No," I lied, "I'm fine. But I was just curious about the man who ordered the deaths of 32 children. Did you get him talking yet?"

"Spider….he's dead," she spoke out.

My heart skipped a beat, I growled, "how?"

"Cyanide capsule," she replied.

"You didn't think to check for one of those?!" I yelled.

"We did, he had another one, we don't know how he got it."

"Did someone on the inside give it to him?"

"You think we have a spy in SHIELD?"

"I would be surprised if we didn't," I hissed, "someone delayed the case being picked up, if I didn't get Fury to give me a case, it probably would have never been picked up. Something's not right Widow."

She was silent for a long time before speaking, "agreed...but until we know what we can't move, do you understand?"

I sighed, "yeah."

"Do everything you normally do, don't draw attention to yourself, they could be watching."

"Yeah...I know," I became slightly paranoid, but I calmed myself down, panicking won't help anyone.

"Good...I won't be in for your training today, Fury has me investigating the genetics lab. Enjoy."

"When will you be back?"

"Unknown, if it lasts more than I week I'll have someone take over."

"Fine, take care Widow."

"You too Spider."

She hung up, I sighed, hopefully HYDRA won't start taking an interest in me, hopefully they'll just think I survived because of my powers, and not because I was able adapt gaining me new ones.

I walked out of the bathroom and too the girls. Felicia was whispering something to MJ making the girl blush harder and harder by the second.

"Hey," I called out.

MJ jerked up and looked at me. And immediately her eyes went to my crotch before she looked back at me, "h-hey," she croaked out.

I blinked, suddenly I smelt maple syrup, arousal. And it was coming from MJ. I raised an eyebrow, "is everything okay?"

"Yes Tiger," Felicia whispered, "just perfect."

"Y-yeah!" MJ replied.

"Okay then," I said cautiously sitting down across from them.

"You feeling better?" MJ asked.

"Yeah, just an upset stomach, I'm fine now," I told them, I would need to test out my powers, see what I could really do. But later, not right now. "By the way Kitten, my boss just called, I don't have to get to work today, so if you we can spend some time together."

Immediately Felicia smiled, "really?! That's great! What do you want to do?"

I shrugged, "anything babe, I'm all yours today."

"Well," she looked me up and down, "maybe...shopping!"

"Shopping?" I asked.

"Yup! It's about time I buy you something decent Peter!" she hissed, "you have such an amazing body, but you keep wearing those big clunky clothes!"

I looked down, she was right. I have been meaning to spice up Peter's wardrobe for some time now, but I either never had the time or money for that. Huh, guess I do now.

"Okay Kitten, let's go shopping," I smiled.

"Yes!" Felicia smiled.

"After we finish studying," I told her.

"Oh come on, we already know this stuff!" Felicia whined, ", you taught us this weeks ago! We are basically just revising everything right?!"

"Well...I suppose," I hummned.

"That settles it, we're going shopping! Now!" Felicia slammed her books shut and packed th away.

I sighed and turned to MJ, "sorry MJ, but I think we have to call it early today."

MJ nodded, "it's fine Tiger, I get it. Anyway, enjoy your date you two," MJ moved to leave when Felicia stopped her.

"Where do you think you're going Red?" Felicia spoke, "you're coming with us!"

"I am?"

"She is?" I asked surprised.

"Isn't this like, a boyfriend girlfriend date thing?" MJ asked in surprise.

"Yeah, but I need your help, you think he'll just sit there let me try on clothes all day?" Felicia huffed, "Peter is a two woman job, so you're going to help me pick his clothes and then you can leave."

I honestly didn't mind, MJ and I haven't spoken much lately, so I just shrugged my shoulders. MJ looked at Felicia and then at me before nodded, "okay, sounds fun."

We left the cafe almost immediately and got into a cab that dropped us off at a mall a few blocks down. Felicia practically dragged MJ and I inside. Her first stop, buying me underwear.

"Here," she tossed several packages of briefs into our shopping bag, "very important."

I raised an eyebrow looking at them, red, blue, black...pink? "Ah, Kitten, I have plenty of underwear."

"And I am tired of seeing only white!" Felicia glared as MJ blushed.

I looked at MJ and grumbled, "Felicia!"

"What? She'll get used to it," she said waving off MJ's embarrassment, "now, let's see what we can do with you."

It was two hours of what felt like Purgatory. I was dragged from store to store made to try on clothes like an app that let you dress up a barbie doll with a swipe of a button. I felt humiliated, and I almost faked a heart attack to get out of it. Almost.

In the end I did manage to get a few clothes I liked, a leather jacket, a nice pair of pants and even a cool shirt with Tony Stark's arc reactor in the middle, it even glowed!

But MJ and Felicia also got me a lot of other clothes I wouldn't even think of wearing. They made me look like a snobbish douche, like Harry. I managed to curb the girls attention and throw away the really ugly ones, but I still got an entirely new wardrobe filled with pompous looking clothes.

After shopping we decided to go to a restaurant for an early dinner, a restaurant down two blocks down.

"This way," MJ said pointing down an alleyway, "it's a short cut."

Felicia and I shrugged and followed her. I was stuck carrying the bag, though thanks to my spider strength I barely even felt it.

"So Tiger what's your plan for the evening?" Felicia asked.

"Well, I have to be in the Baxter building after dinner, Sue needs to runs some more tests on...on a project she's working on. I'm assisting her," Felicia raised an eyebrow and I waved it off, mouthing, 'later'.

"It's so cool that you work with the FF Tiger," MJ sighed, "it's so cool. Hey, does Johnny Storm really sleep naked?"

I blinked, "no, why would you think that? And more importantly why do you think I would know if he did?"

"Well, wouldn't he like burn his clothes while sleeping?" MJ asked, "so I don't know...it would make sense if he just slept naked."

"Yeah, it would," Felicia nodded, "and what about the Thing? Does he have a junk? Or is it like covered up those rocks?"

"And can like Mr. Fantastic increase the size of any part of his body?" MJ asked.

I blinked, "you know….I don't know...huh, I should ask them."

"Ha, yeah you should," Felicia snorted.

Just then a figure jumped out from behind a dumpster and stood in front of us. He had his hood up and flashed a knife, "cash, now!"

MJ screamed in terror as she jumped back, Felicia went to move but I stopped her, pushing her and MJ behind me. She was good, but she didn't have super powers. I looked at her shock my head, she hesitated before standing down.

"I said cash, now!" the man yelled out.

I looked at him, I could kick his ass without using my powers, I could...but something was wrong. His hands were shaking, nervousness? No...I smelt something else, a lemony scent, I instantly connected with a feeling of dread...fear. He was afraid.

"You don't want to do this," I told him softly.

"Give me all your money kid! Now! And no one gets hurt!"

"Do as he says Peter!" MJ whispered out.

Felicia snarled but I held her back, I looked at the man, "this is the first time you're doing this isn't that right?"

The man stopped, "w-what?"

"People don't mug people in this part of town, to many cops...you're new at this. And you're desperate," I slowly moved towards him, "you don't want to hurt me."

"I-I can't, I don't have a choice!" he yelled, but I see the knife slowly moving down.

"You always have a choice," I told him, "why? Why do you need the cash."

"M-my family," he stammered, "they'll stare."

"Okay….then here," I took out my wallet, it had a hundred dollar note in it. I also took out an old bill and wrote down a number. I gave the man the cash and number, "take the cash, feed your family. The number I wrote down is to a homeless shelter that'll take in anyone. If you can't feed them, take them there. If you do this again, you might get caught next time, and then you'll never be able to help them."

The man snatched the money and note and ran. He looked back at me, hesitation in his eyes, before he continued running.

I sighed, "poor guy."

"You should have just kicked his ass," Felicia argued.

"He was just trying to feed his family Kitten," I told her picking up the shopping bags, "don't pretend you won't do the same."

Felicia paused, "maybe….but still. Next time we'll do it my way."

"Peter, that...that was amazing," MJ said in slight awe.

I looked at her and chuckled, "oh it was nothing."

"Nothing? You just-I can't even-ARGH! You are impossible Peter Parker!" MJ threw her hands up in frustration walking out of the alley as quickly as she could.

I turned to Felica, "what's her problem?"

Felicia chuckled, "oh Tiger, you have so much to learn."

We did end up having a nice early dinner despite the mugging incident. Felicia had to pay, considering I didn't have any cash, I really should get a debit card, go cashless and all that.

I sent Felicia back home in a cab, promising to see her tomorrow at school. MJ and I then took another one back home, the whole ride MJ gave me the silent treatment.

"So...are we just going to pretend you aren't ignoring me?" I asked her.

"I'm not ignoring you," she replied.

"Well it kind of feels like you are," I reply back.

"Well maybe I'm just upset that you try to reason with the guy who tried to mug us!"

I sighed, "sorry. Just seemed like the path of least violence," the cab pulled up, MJ payed the man and we got out.

"Peter, what you did was reckless and dangerous! We should have just ran!"

"MJ, he was just trying to feed his family."

"And? A stranger's family is more important than your own life?"

I sighed, "I was never really in any danger."

"How can you say that?"

"Because," I stopped and thought off an excuse, "I have training. I do go for self defense classes you know."

"Yeah but-"

"-Enough," I cut her off closing the distance between us to just inches, "there are two things in life I know for sure. One, life isn't fair, and two, unless you take the time to give a damn, you'll leave this world worse than you found it.

"I don't plan on doing that, to be a footnote in history. I promise, I'll never put you in danger MJ, I will protect you," we were so close, I could smell the lemon scent rolling off her turn into maple syrup, arousal.

Her pupils dilated, increasing in size, I could feel her emotions raging inside. She leaned forward by a few inches, before suddenly the Maple syrup turned sour, and she immediately moved back, guilt I think.

"A-alright Peter," she replied turning away, "I'll see you tomorrow."

"Yeah, see you," I replied as I watched her leave. Hm….these powers are weird man. I went home and quickly replaced most of my old clothes with my new ones. Ben and May were horrified I spent so much on one day, but I managed to convince them it was for the best.

I spent the rest of the night patrolling the streets as Spider-man before dropping in on Sue in the Baxter building. She and the others were working late, Sue was trying to figure out how my blood worked while Johnny and Ben seemed to just be content watching a movie.

I felt bad she was up so late because of me, so I swung over to the nearest pizzeria to buy them all several pies for dinner and then swung over to Felicia's.

I knocked on her window twice before she opened it dressed in one of my shirts I kept here just in case I needed to go a quick change.

"Hey lover, didn't think I'd see you here tonight," she smiled as I stepped inside, kissing her gently on the lips.

"I actually wanted to show you something," I smiled, as I took off my gauntlets and mask, putting it on her table, "I got new powers."

Felicia's eyes went wide, "I'm sorry?"

I smiled as I held my hands apart and slowly gathered bio-electricity into the palm of my hands, allowing the currents to travel between my palms, creating a light blue chain of power.

Felicia gasped, "when did you rip off Electro's power?!"

I chuckled, "no, not him," I explained what had happened, how I stopped a group of scientist forced to experiment on children and how I ended up with these powers.

"So that's why you looked sick," Felicia humned.

I nodded, "yeah, powers needed a little getting used too."

"Are you alright now?" she asked in concern, I could smell the lemon scent of fear slowly rolling off her.

"I'm perfect, in fact," I pulled her close and kissed her. She moaned into my mouth like she did, pressing the disengage button on my suit, pulling it down, running her hands over my naked chest.

"You know, I got a another power," I whispered as I pushed her onto bed, the scent of maple syrup heavy on her breath.

"Yeah?" she asked, her mind not really paying attention.

"Yeah," I leaned in and whispered into her ear, "I can now smell when you're horny. You smell like maple syrup."

Felicia chuckled, "well then, it's a good thing you're not diabetic."

I stopped and blinked, "wow...really?"

"What? That bad?"

"Yes."

"Oh shut it, you make worse jokes than that."

"Hey!" I protested as she laughed, pulling me into bed and throwing the covers over us.

We were tossing and turning for over an hour before we were done. I wanted to go again, but Felicia hit me over the head and reminded me it was a school night, I would need to go home before May and Ben realise I wasn't in my room.

I sighed as I reluctantly put on my costume and slipped into the night, planting a goodnight kiss on her forehead.

I reached home quickly and was about to go to bed when I remembered something odd, I was actually thinking about it all night, but only now I think I have an idea.

Blood….radiation...adapting...where have I heard that before?

Where have I seen that before? Where….oh fuck.

I ran downstairs into my basement lab that I rarely ever use anymore. I opened the hidden compartment under the floorboard and pulled out the stone I got from Harlem with Hulk's blood on it. Irradiated blood that adapts and could absorb anything, we had the same blood.

I quickly donned my costume and was out the door once more. I swung to the Baxter building, and walked in, "Sue? Johnny? Ben? Anyone?"

"Peter?" Sue's voice came from inside her lab, "in here."

I quickly walked in and looked around, the place was a mess since last I saw it, so many post it notes on the wall, the screens were filled with calculations and practically every monitor in the

building was in here mapping out genome sequences.

"Where's Ben and Johnny?" I asked walking in.

"In bed, they had a long day," she replied looking at the monitors.

"And you? No sleep?"

"Oh you know how it is, find a mystery you can't solve and suddenly you have all the energy in the world. Why are you back so soon Peter?" Sue asked.

"I think I found something that can help," I told her placing the rock on the only empty surface in the lab.

Sue looked at rock and the blood, "whose is it?"

"The Hulk's," I told her.

Sue blinked, "how did you get it?"

"I told you, the Hulk's battle with Abomination was the first time I ever suited up. I went back and got this as a sort of soil engineer, I was curious to see how it worked. I found out that this blood, even though it's been out of its host's body for so long, can still absorbed glucose and carbs into itself. Sound familiar?"

Sue's eyes went wide, "it's similar to your blood?"

"I don't know, didn't have a powerful enough microscope to see into the genetic material," I told her, "but maybe we should try?"

Sue nodded, "help me?"

"With pleasure," I took off my mask and kept it aside. We quickly began to work with the blood, scraping it off the rock, revitalising it with a number of chemicals to make it alive again. On my recommendation we also added sugar water into ti, allowing the cells to absorb them and become active.

Sue then put the new sample of blood under a microscope and put the blood work on display. We started it and Sue's jaw was dropped, "woah."

"You can say that again," I replied.

"It's a 70% match," she whispered.

"But how?" I asked, "I'm basically a Spider and he's...well, the fucking Hulk!"

"Your genes themselves are completely different, true, but the way they behave, it's nearly identical," Sue began to study them closely.

"The Hulk's blood and mine work the same way?"

"Not really, but yeah," Sue pulled up the Hulk's DNA, "his genome is much more open for study, unlike yours," she mumbled that last part out, "you can see how his blood has mutated. He's….he's more powerful than one would think. He cells absorbed radiation, allowing him to adapt and super charge his cells to peak performance."

"So what? He's like souped up battery?"

"In a sense yes," Sue nodded, "and your blood did the same, absorbing the radiation, but using it to cut and paste genetic changes. It's like they were brothers, but..different."

I groaned, "Bruce Banner...what was he trying to do in that experiment?"

Sue blinked, "he was...ah, I believe he was trying to recreate the super solider serum they used on Captain Steve Rogers."

I blinked, "so could the same be said about me?"

Sue blinked, "what do you mean?"

I stepped up to her monitor and quickly typed in Peter's father's name. Several case files opened up. Sue looked at them quickly, "master and doctorate in genetic engineering from Harvard. Graduated at 17, employed by….unknown? Married Mary Fitzpatrick and had a son named….Peter, this is your father?"

I nodded, "yeah, he died a year after I was born, I think. I never really got a straight answer from my aunt and uncle. But he was a researcher, and a damn good one. I think."

"From what I'm seeing I think you're right," Sue said looking through the files, "he did his doctorate on...the super solider serum and its potential radioactive origins?! Oh my God!"

"So he did do it," I hissed out.

"Peter, do you know what this means?!" Sue asked.

I nodded, "yeah, my dad is the reason I have my powers, his experimentations...they allowed me to adapt and evolve."

"Oh Peter, I'm so sorry," Sue wrapped her arms around me in a hug, I smelt watermelon coming from her, sadness..

I hugged her back, I honestly didn't feel to bad about it, but I suppose any normal kid would be sad or angry their father did something like this too them. But me? I didn't really care, he wasn't my dad was he?

"It's fine Sue," I told her breaking the hug and turning to the minister, "I just….where did he work?"

"What do you mean?" Sue asked me.

"He worked for someone, someone with money and funding for his research, so where? Where did my dad come up with this thing he injected me with?"

Sue quickly went to terminal and began working at it. But every time we thought we were getting somewhere it was just another dead end. Dead end after dead end.

Sue stepped away and sighed, "sorry Pete, but this is way above anything we have dealt with before."

I hummed, someone obsessed with getting their hands on the Super Solider serum? Sound's like HYDRA, maybe Richard Parker was tricked into working with them? Like the scientist I found last night? Maybe, there was a very high chance that was possible, and when Richard found out and refused to continue his work HYDRA had him and his wife killed.

I sighed, "this is fucked up man," I rubbed my temples.

"I'm sorry Peter," Sue sighed.

"It's fine, it's not your fault," I replied sitting down, "but….now what the hell do I do?"

Sue sighed as she sat down next to me, "I suppose you keep doing what you do. Save lives, being the hero."

I sighed, "yeah...Sue, please don't...please don't tell anyone what we found today. Not SHIELD not Reed, no one. I'm not anyone. I….I don't want people to know."

"I promise Pete, I won't tell people," she nodded.

"Thanks...keep everything about my blood off the servers, SHIELD can hack into those. And if they can find a way to clone me and use my blood to recreate the super solider serum-"

"-It could mean a war," Sue nodded, "yeah, I know."

I turned to the screen. My blood...it could start an arm's race. I was lucky, Richard Parker had encrypted it, no one could figure out just how it worked, but cloning was still an option.

I needed to keep an eye out….maybe it's time I find out what I can do with these new powers, work on my tech a little more. The Chitauri will be here soon, I need to be ready for the invasion. Hm, maybe it's time I finally work on recreating Otto's arms?

* * *

 **And that concludes the small two chapter introduction arc. For those of you who didn't get it, I'm using the Amazing Spider-man's idea of Peter's parents being scientists to explain away his powers. It's like a mix of that and my own ideas.**

 **Also yes, this is a possible way to introduce new powers but...**

 **SPIDER WILL NEVER GET HULK'S POWERS!**

 **Why? Simple, one: It's too violent, Bruce himself losses control once in a while, one can only imagine Peter.**

 **Two: He can't have sex. Yup. I'm not joking. In the Incredible Hulk Bruce can't afford to raise his heart rate, so when Betty's throwing herself at him, he says no because of the HULK. This means what? Yes, Hulk can't have sex. No wonder he get's so mad.**

 **And that is why Peter will never, ever get the Hulk's powers. End of story.**


	16. The Flaming Chicken approaches

Natasha didn't show up for my training, she got permanently reassigned to another mission, and in return I got... _David_. the creepiest son of a bitch I have ever meet.

I still remember the day I meet him.

I was waiting in the Board room of the bunker when the elevator doors opened up and a buff black man stepped out. He looked mean, tough and serious. He looked at me and glared at my feet resting on the desk.

"If you're going to be an agent of SHIELD you will come to represent us in everything you do. Meaning this," he knocked me feet off the table, "is not appropriate."

I raised an eyebrow, "hi, I'm Peter. And you are?"

He grunted, "David."

"Just David?"

"Yes," he nodded sitting down next to me, "agent Widow has informed me off you training, frankly it's appalling. You take everything as a joke and you lack focus."

"I'm a 15 year old genius, give me a break," I huffed.

"Your intelligence is the only reason I even have hoped to turn you into a proper agent," David grunted, he opened my file, "you have disobeyed orders, went rouge, tried to post a video of a corrupt senator on your Twitter account and have insulted the Director several times."

I shrugged, "and?"

"And the only reason I'm even here is because I obey orders," he snarled, "I don't like you Parker, not one bit. But I'll train you, because that's my job. And when we're done, hopefully I can make an agent out of you yet."

I raised an eyebrow, "I'm going to enjoy making your life hell."

He just glared back, "I'll like to see you try."

I smiled back, oh did he come to regret those words.

The months quickly went by and I continued my life as a crime fighting badass. I was super active online, my Twitter was always blowing up, and I kept posting the most amazing pictures of the city on my Instagram that no one else could get.

People were backing me up online. Every time I stopped a criminal I would report it to the NYPD twitter account. My pictures brought out the artistic side of me, people were really surprised a superhero had such a normal hobby. Guess that humanised me a bit.

Eventually though I got my first encounter with JJJ and the Daily Bugle. All this time they were silent on the Spider-man front, but one day I woke up to find #Fake Hero trending, and people linking me to it.

JJJ had gone on a rant the night before saying I wasn't a hero, but just a glory seeking kid. He wrote:

 _ **BugleJJJ:**_ _The day we glorify a teenager with a camera and ropes coming out of his wrists is the day we fail as a nation._

And I of course replied;

 _ **TheAmazingSpider:**_ _Yeah, I'm not listening to advice about being a hero from a guy with a Hitler mustache. BugleJJJ_

And people went nuts.

 _BURN!_

 _Dude, you just pissed off a guy who tries to be nice to everyone, how big of a douche are you?_

 _This just in, for the first time ever, the Spider crushes the newspaper._

That last one really made me laugh, I even re-tweeted it. Yup, the 21st century really was a place of wonders. Someone was nasty to you? You could talk to them directly and in public, it really was amazing. JJ did reply something back, but I never really bothered reading that.

I did spend some time getting used to my new powers. The bio-electrical blasts I could now shoot out were amazing to say the least. It's like my body was a walking conductor. I even modified my suit so that I could transfer energy from the Parker Blood directly into me from the suit or vice versa!

I found different levels of shocking people. I could stun them, shock them or supercharge it so much it blasts people away. And if I really wanted to harm them, I could fry them from the inside out, just like Electro.

I even found that I could absorb certain amount of electricity into my body without it doing much damage, it even filled my energy levels up a little.

I also worked on my pheromones, I found I could so far only detect and identify them, not secret them like Jessica Drew can. Maybe I need to keep working on that for it to happen, but who knows, I'm treading new boundaries here.

Apart from my powers and training I also worked on my tech. The Chitauri were coming, I didn't know when, but they were coming and I needed an upgrade.

I first worked on my suit in general, the first thing I did was make the entire system voice activated. I set it to just my voice and linked it with all the systems in the suit. I could have gone all the way and make an AI for my suit, but I wasn't that good with software and I so did not want a snarky asshole yelling in my head when I'm fighting crime.

I also worked on my helmet a bit, adding in a zoom feature to the eyes, I would so need that later on.

I also decided to pull a few pages from Batman's book, creating gadgets that I could use. The first thing I did was make a utility belt that wouldn't get in my way when I'm swinging around or fighting. It was tough, but I managed to make one by sewing it into the lines of my suit.

I made a few shurikens that were shaped like an eight legged spider and were red. Johnny really didn't understand why I would need that, but I ignored him. They just made me feel so cool!

I made a few more things I knew I would need, like a gun that shot out little pellets of liquid nitrogen, a spray gun with exploding foam, several bugs that I could use to spy on people or track them, a couple of smoke bombs and just in case, an EMP emitter which was a scaled down size of my previous one.

Unfortunately I couldn't fit any more into my suit, otherwise my entire balance would go all wonky.

So then I went on to my final project, Doc Ock's arms. By this time Otto had patented his arms, so I couldn't just steal them, it would make me look bad and I didn't like copying someone else's work. So I decided to build my own.

Using the bases of Otto's tech I began to work on my own version of his arms. They would fit like a backpack on the back of my suit. I had Reed help out with the basic designs, but the rest I did myself, thank God Parker was a genius.

The suit would contain two sets of arms, one set on top and the other down below. They were triple jointed and capable of rotating a full 360 degrees. I made them for two purposes, attack and defence.

The arms were made of reinforced titanium, allowing me to use it to block attacks as well as peirce through ten feet of concrete if I wished to do so. I also hollowed out the inside just a bit so that I could launch web lines out of them, allowing me to swing using them instead of my real arms.

Getting the arms to collapse into the backpack was the hard part, but thankfully geometry had my back. I was able to make the arms four feet long before I wouldn't be able to fit them into the pack, but hopefully that would be enough.

I made the backpack a part of my main suit. Now instead of just lying around like cloth, when not in use my suit would collapse into the arm pack creating a bundle of cloth and machine. So now all I had to do was activate my costume pack, causing my costume to explode outwards, ready to be worn.

I worked on the outside of the pack a little, allowing it to change colours, it became black when inactive and red when active. It looked like a pretty much ordinary backpack, so I decided to make it one as well.

I added a zip to the back and a collapsable strap to wrap it around my neck like a messenger bag. An usually large messenger bag. But I never really use my school bag to carry more than a few books, so it should be fine.

But of course funding all this new improvement to my tech did cost money. Which I luckily got from the sale of the SA and PB in the open market.

While the SA wasn't flying off the shelf like hotcakes, mostly because of the price and lack of interest, I did make some money off of it. But the really kicked was PB. When it was introduced into the market, Stark tech, Oscorp and a large number of tech giants sent their managers to the Baxter building door step to negotiate a price for it.

Sue was really tempted to give the deal to Oscorp, 20 million a year for exclusive rights was a big offer. But I warned her about Norman and how I didn't trust him, and how Reed and I found he was involved in some shady shit involving Hammer tech.

So sadly Sue rejected the offer, instead allowing it to be used by several companies at the same time. The money offer was significantly lesser now, everyone always wanted to have an advantage over other people, but it was more than enough to fund the Baxter building and my suit upgrades.

And mine wasn't the only suit I was working on.

A week after the child kidnapping and experimentation mission fury sent me a care package. In it was a woman's SHIELD issue tactical suit with a note:

 _Don't make me regret this._

Sadly, I'm one hundred percent sure he would.

I teched up the suit, adding another layer of protection by isolating it and putting in suction gloves and soles which stimulated my wall crawling powers. I also made a grapple gun for it and a couple of smoke bombs.

For the domino mask I went a little crazy and added in the night vision goggles, a zooming in feature and UV detection. It was a thick set of cat eye shaped goggles now, opaque from the outside, but perfectly visible from the inside.

I then changed the costume up a little bit, I couldn't help it, I really, really liked the classic Black Cat look. When it was ready I swung by Felicia's place for the surprise, knocking on her window.

Felicia looked up from her computer and blinked seeing me wave at her from outside. She quickly opened the door and let me, "Tiger? What are you doing here?"

"I came to give you this," I handed her the black briefs case.

Felicia looked surprised, she looked down and carefully opened the case, gasping at what she saw, "Peter, did you make this?"

I took off my mask and shrugged, "just a little. The base suit came from Fury, but I tricked it up and gave you a few extra toys."

"Oh my God, you shouldn't have!" Felicia cried out as she picked the costume up and looked it over, "it's amazing Peter! It's...it has white fuzz around the neck."

I blushed, "yeah I ah, kind of got carried away. Figured you should follow the whole cat thing you have going on. Go on, try it out."

Felicia nodded as she put the case down and began to strip. I smiled at the sight of my girlfriend's bare firm ass displayed in front of me. Lately she had been hitting the gym pretty hard, something about not letting me have the best ass in this relationship.

She slipped into costume and slowly zipped herself up. "Woah," she gasped looking herself over, "this is amazing!"

And it was. It hugged her impressive curves, sexualising them. But at the same time if one focused they could see the tactical armour just underneath. She had a little bit of white fur around her neck and her forearms, but that was it.

"Peter, this is amazing," Felicia said looking at herself in the mirror, she turned around and stared at her ass streching out the costume, "Peter...did you make it tight around my ass on purpose?"

I grinned, "I was going to deny it and make up some lie about how the suit came like that….but yeah, I totally did. Sue me."

Felicia rolled her eyes, "horny bastard."

"Indeed I am," I smiled, "here, try these on," I then handed her the goggles.

She slipped them on and blinked in surprise, "cool."

"Yup, and I'm not done," I took out the last piece of tech I made for her, a black bandana clip that fitted snugly on her head.

"What does it do..." she stopped as suddenly her silver blonde hair became pitch black. She gasped, "what?"

"It's something I got Sue to make for me, it basically makes people think your hair looks black," I told her.

"B-but why?"

I smiled running my hands through her now dark locks, "Kitten, I love you, and I love your hair. But it's iconic, like really iconic. I figured out who you were because of your hair, because of how unique it was. And if you're going after your mother's clients, then it's only a matter of time before they figure it out too."

Felicia's eyes went wide, "you're right. Oh how could I be so stupid!" She threw her hands up, "I knew I should have worn a wig, but it was too damn difficult to make it stick on my head!"

I laughed, "relax Kitten, no one got a good picture of you yet, everything's not lost. You'll just have to ' _accidentally_ ' let someone photograph you with black hair, thereby planting the idea that the _Black_ Cat has _black_ hair. Hell, if you want I can post a picture of me chasing you on Twitter or something."

Felicia blinked as she slowly realised I was right. "Yeah...yeah that could work!" she jumped at me, I caught her as she wrapped her legs around my and threw her arms around my head kissing me deeply.

She broke apart and whispered, "this is amazing Tiger, thank you."

"You're welcome Kitten, Happy Valentine's day," I smiled.

Felicia's eyes went wide, "what?!" she snapped her neck to her calender and found it was still a week before Valentine's day, "but there's week left!"

I shrugged, "I know, just wanted to give you your gift a little early lover," I smirked kissing her on the lips throwing her on her bed before climbing on top.

"Oh you are so going to get some tonight," Felicia purred out in my ear.

I bite her neck, "you're goddamn right." My hands roamed around her breasts cupping them before slowly moving south. I bite down on her neck and dug my fingers into her fleshy thighs. I reached up to her suit zip and slowly pulled it down, stopping half way and memorising the sight before me.

Her breasts were popping out from the deep neck line. I took off my gauntlets and threw them aside, slipping my hands into her suit and pinching her nipples. I could feel her heart race under my touch.

"Tiger," she moaned as I pushed her costume aside revealing her breasts in all their glory. Since we started dating they had been slowing growing in size, I don't know if it was because of my constant fondling or her genetics, but I knew they wouldn't stop any time soon.

I bent down and caught her nipples between my lips, licking them gently before giving a playful bite. She moaned and I felt my trousers tighten in arousal. I quickly took off my suit and helped Felica out of hers.

We jumped into bed and tussled, I heard her moan into my ears as for the rest of the night we spent every waking moment together.

February came and went, on Valentine's day Felicia surprised me with a trip to Disneyland, a place she knew I have never been. I was so excited and she knew it. She ended the day with a evening alone in her house, we cuddled and talked, and later in the night we decided to have some _fun_ of our own.

The month of March also passed by without incident. I kept being Spider-man, kept stopping crime and all that. My popularity was slowly rising to Ironman levels, people loved me on Twitter, my snappy comebacks were like the talk of the week, kids in school would copy it whenever they could!

There was one thing though, reports from New Mexico about something destroying an entire town in one afternoon. I saw it on the NEWS, lighting and fire. Thor had arrived.

I asked, ergh, _Agent David_ about it and he refused to talk about it, stating, "it's Classified kid, mind your own business. Get back to work! I want-" I just tuned him out after that.

But yeah, Thor was here, meaning the Avengers would soon be assembling, and I just knew it would be soon.

And now it was April, and even though I'm a fucking super hero with over a million followers on Twitter, Instagram and Snapchat, I'm still forced to attend school. I fucking this place sometimes.

I walk into school on Monday morning, sighing in irritation. I saw Harry and Flash talking to a couple of cheerleaders while Liz and MJ glared at them from across the hall.

Did I mention Liz and MJ had finally broken up with those morons? No? Well they had, and the day they did I actually yelled out in joy in the middle of the cafeteria. People gave me weird looks, but I didn't care.

"Looks at those two monkey brains," Liz hissed glaring the Flash, "going after the first piece of meat that winks at them."

"Forget it Liz," MJ sighed as she closed her locker, "they aren't worth it."

"That they aren't," Felicia suddenly arrived standing with the girls. Over the last month after Liz and MJ dumped those idiots Felicia decided to give making friends a try. It was actually easy to get Liz as a buddy, all she had to do was talk about fashion and burn Flash in public a few times.

"Hey girls," I waved at them.

"Hey Pete," MJ smiled.

"What do you want Parker?" Liz snorted. Yup, she still didn't like me. Go figure.

"Just saying hello to my amazing girlfriend," I said turning to Felicia and planting a very loving kiss on her cheeks, "everything good Kitten?"

"Just perfect Tiger," Felicia smiled, "Liz and MJ were just planning on getting back at their ex's later by pouring itching powder down their pants."

"Hey! We told you that in confidence!" Liz yelled.

"Relax Liz, any plan to ruin Osborn's and Flash's day is one I'm fully behind. Need help?"

Liz raised an eyebrow, "you want to help?"

I nodded, "yeah. I could whip up some extra strong itching powder if you want. Hm, maybe I could make it air solvent, like a spray, could work, seep into the skin, couldn't be washed off," I slowly let my brain work a way out to make that a reality.

"Peter? Peter? Are you okay?" MJ asked worried.

"He's fine, relax Red. It's just when he's geeking out over a new project he tends to...doze off," Felicia shrugged.

"Does he do that often?" Liz asked.

"You have no idea," Felicia groaned, "one night we were having a really nice moment on top of the Empire State building and he just dozed off! Like right there!"

"Wait, on top of the Empire State building?" MJ asked suspiciously.

"Ah, my mom got us passes, like really exclusive kind," Felicia quickly made up the lie, "so...yeah."

"Huh, cool!" Liz cheered up, "think your mom can get us some passes?"

"It's ah, kind of a one time deal...I'll ask her later," Felicia promised.

"I got it!" I suddenly yelled out startling the girls. I immediately took out my notepad and wrote down the formula, "Liz, you serious about making them itch?"

"You bet I am," she said curiously looking into my pad seeing formulas running across the page.

"Then Osbron and Flash better prepare for a world of itchiness!" I grinned, "I'll have this done by lunch! See you girls then!" I quickly run off for first period Chemistry.

"Felicia, sometime I totally envy you have such a loyal guy, but other times...he's just a nerd," Liz stated as a matter of fact.

"Yeah, tell me about it. But he's my nerd," Felicia grinned as the three went to their own classes.

At lunch I quickly made the itching spray and sat down with the girls. Felicia planted a kiss on my cheek, "hey Tiger, whatcha got there?"

I grinned holding up a small spray bottle, "behold and tremble, the itching spray! Twice as itchy and three times harder to wash off! Perfect to ruin an ex's day! Or pissing off bullies!"

Liz raised an eyebrow impressed, "wow, that was fast."

"Yup!" I grinned, "I'm awesome like that."

"So when are you two going after them?" Felicia asked.

"We don't know," MJ shrugged, "honestly it just isn't worth the hassle."

"Yes it is!" Liz snapped as she glared at Flash flirting with a blonde cheerleader who looked very similar to Liz, "it's totally worth it."

"Sigh, fine, but we can't do that today, we have the Spanish assignment to do with Jean," MJ sighed.

"Oh...right, forgot about that," Liz sighed, "fine, we'll make their life a living hell tomorrow."

"You might want to do something more, itching powder isn't really...vengeful," Felicia shrugged.

"What would you do?" Liz asked.

"You mean what would I do if Peter ever cheated on me?" Felicia asked. Liz nodded, Felicia smiled, "he wouldn't."

"Why do you say that?" MJ asked curiously.

"Simple," I reply looking up arrogantly, "I'm just that awesome."

Felicia rolled her eyes, "no, it's because if you do, I'll tell the whole world your secret," she smiled.

My eyes went wide, "are you...holy shit you're serious. Everything?"

Felicia nodded, "everything."

I gulped, "damn Kitten, you're vengeful huh?"

"Yup, so don't even think about it Mr.," she kissed my cheek, "you're all mine."

"Wait, wait, wait, what secret? What could Parker be hiding that he doesn't want anyone to know?" Liz asked.

"That's the point of a secret Liz," I told her rolling my eyes.

"He's right you know," Felicia smiled, "so until he does something so stupid I can't forgive him, my lips are sealed."

Liz sighed, "agh, I hate you both sometimes. So bloody perfect."

"Thank you," Felicia and I said at the same time. MJ laughed as Liz just grumbled some more.

After school Liz, MJ, Felicia and I all went home in Liz's car. The girl got it on her birthday and it has been showing it off every chance she got.

We arrived at her place and we got out. "So you guys coming in?" MJ asked pointing to her place.

"No, Aunt May and Uncle Ben are waiting for me," I told her, "I figure Felicia could spend some quality time with them."

"Bring a girl home so quickly Parker?" Liz raised an eyebrow, "sure you aren't moving too fast?"

"What are you talking about? I met them months ago," Felicia chuckled.

"What?!" MJ and Liz yelled out.

"Yeah, I think it was around January right Kitten?" I asked.

"Yeah, I think so," Felicia nodded.

"Oh my God," Liz's eyes went wide before she smirked, "when's the wedding?"

Felicia and I blushed. "Ah, don't you guys have to be somewhere?" I stammered out.

"Come on Liz, let them be," MJ said with a teasing smile.

"But MJ! I want to tease them some more!"

"I never said we weren't going to do that," MJ said, "let's give them a little break first. Besides, we really do have to get this project done, Jean will be here soon."

Liz rolled her eyes, "fine, stupid Spanish report. See you later you two! Parker, try not to knock her up!"

Felicia sighed, "God she's difficult."

I chuckled, "yeah, maybe, come on, let's go," we walked to my home. I unlocked it with my spare key and invited Felicia in.

Felicia looked around and found the room empty and no sign of anyone there. "Tiger, did your aunt and uncle go somewhere?"

"Yeah, upstate for a friend's wedding," I said throwing my bag to the side before pushing Felicia down on the couch before climbing on top of her, "which means you and I are all alone."

Felicia's surprise quickly turned to lust, I smelt the maple syrup rushing through the air, "well then Mr. Parker, do you have any plans for today?"

"Well Ms. Hardy, I just have one plan," I leaned in and whispered, "making sure you go back home covered with hickeys."

"Sounds fun," Felicia grinned, "let me get us started," she grabebd me by my jacket collar and pulled me down, biting my neck..

"Oh no you don't!" I hissed, cupping her ass fiercely, biting her tit exactly where I knew her nipple was. And judging from her gasp of surprise I was right. I smiled as I kept going, we tore off the other's clothes as fast as we could. Soon I was topless and Felicia was wearing nothing but a bra and her jeans.

"You want to take this upstairs?" I asked.

"Yeah, the couch really isn't the place for this," Felicia agreed as her fingers went to my jeans, "you know, the girls don't really believe me when I tell them about you."

"Hm? What do you tell them?"

"I tell them how big you are," Felicia smirked, her fingers curling around the hem of my pants, pulling it down slowly, finger tips tracing my briefs, "how you act like a horny little animal rather than the cool collected person you always are."

"I'm not that forceful am I?" I asked with a smirk.

"Oh Peter, you have no idea the monster you become in bed," Felicia purred out as I leaned forward to give her a kiss. And just then the door to the house came flying opened and people charged in.

"Peter! We need your help!" I heard MJ's voice cry out.

Felicia and I looked up at them, MJ and Liz came rushing in with another teenager with short red hair hanging limply by their sides holding her head in pain.

"What's going-Peter!" MJ shrieked as the girls noticed me and Felicia, "what are you doing?!"

I grumbled, "I'm trying to make out my girlfriend," glaring at her.

"Trying be the key word," Felicia sighed as she grabbed her blouse and put it on buttoning it up, "why are you here?"

"We need you help," Liz said holding the new red head in her arms, "Jean just suddenly started to get a headache and it's not stopping! We don't know what to do!"

I raised an eyebrow, "have you called an ambulance?"

"No, something's wrong Peter," MJ pleaded, "she says she's hearing voices in her head and….things started to move."

"Move? Move how?" I asked curiously.

"They started freaking levitating!" Liz said hysterically, "like on their own! I think she's possessed or something!"

"We came to you because you're the smartest person we know Peter," MJ explained, "we figured you would have more experience with this stuff because you hang out with the Fantastic Four."

I nodded and looked at the girl, she was whimpering in pain clutching her head. Just then I saw a set of candlesticks in the table across the room slowly float upwards. A telekinetic? Was she a mutant? Was she….holy shit!

"MJ, what's her full name?" I asked in patted horror.

"Jean Grey I think," MJ replied.

"Oh shit," my eyes went wide, I looked at the girl once again, red hair, sexy, green eyes. This was Jean freaking Grey! She was in my house! And it looks like she's manifesting her powers! Now?!

I can't let her read my mind, that would be a disaster! She would know everything! I need to stop her, how? I can knock her unconscious, but that would raise more questions which I can't answer. I need to stop her powers from taking over!

I began to think, physics had to be reading people's minds by some sort of telepathic waves right? Like maybe microwaves? I need to block her brain waves from going out of her head, but how?

"Peter! Are you going to help her?!" Liz asked.

"Of course I am, put her on the chair," I pointed at the lounger. The girls helped Jean on and stepped back.

Magneto had some kind of special helmet to stop Charles Xavier from reading his mind….Aluminum! There must be a reason crackpots on the internet wear them to keep people from reading their minds right?!

I quickly ran into the kitchen and looked through the cupboards. I found a roll of foil wrap quickly and tore off a huge chunk, crushing it into a metal surface.

I then rushed back into the living room.

"What are you going to do with that?" MJ asked.

"This," I told her, pressing the foil on Jean's head, covering her entire head.

Jean's eyes slowly let up, she started to blink, her breathing slowed down. She looked up, "t-thank you."

I sighed, "no problem." Jean's eyes then went down and suddenly she blushed. I blinked in surprised, "Jean? Are you okay? You're looking red."

"That's because a hot shirtless boy is currently standing over her with his pants unbuttoned," Felicia supplied snarky.

I looked down, I guess I forgot to wear a shirt in all the commotion. I chuckled, "oops," I quickly buttoned up my pants and put on my shirt.

"Oh damn, and I was just getting a good look too," Liz grumbled.

"Hands off Allen, he's mine," Felicia smriekd.

I turned back to Jean, "you okay? Can you still read our minds?"

Jean and the others looked startled.

"W-what do you mean?"Jean asked, "read our minds?"

"Yeah, you know those voices you heard?" she nodded, "those were our thoughts. You're a psychic Jean."

"What?!" Jean cried.

"What?!" Liz, MJ and Felicia replied.

"Yup," I nodded and groaned, "but...where are you from anyway? How did you end up here?"

"What do you mean Peter? She goes with us to school!" MJ cried out.

"She does?" I was surprised, "I've never seen her before."

"Y-yeah, I get that a lot," Jean nodded hanging her head, "people tend to look over me."

This wasn't right. I quickly went through Peter's memories and sure enough Jean was in a few of his classes Freshman Year, but she eventually went to different classes and he never really bothered talking to her, thanks Peter, for being such a fuckign loner.

This was strange though, the Jean Grey I knew was always so...open about everything, confident, proud, maybe it was her youth that made her act so strange. She was tiny, like only 5 feet tall, her shoulders were hunched down making her seem smaller, she reminded me of a little baby bird rather than a soaring phoenix.

I sighed, "damn, sorry about that Jean, I'm kind of a klutz when it comes to social interactions."

"Can we please get back to the psychic thing?! Because I'm really freaking out here!" Liz yelled.

"Yeah Tiger, what do you mean psychic?" Felicia asked.

"Well, I mean she can read minds and move this things with her head," I replied with a shrug, "it was either that or she had cosmic powers, which means nothing I or anyone else on this dimension could do to help her."

"Wait so….she's a mutant?" Liz asked as fear seeped into her voice, the scent of lemon, the scent people gave when afraid, quickly filled the room.

"I'm a mutant?" Jean asked in fear.

"Yeah, you are," I nodded, "and so am I."

"What?!" MJ and Liz asked in surprise while Jean's eye's just went wide.

"Peter, what are you doing?" Felicia hissed.

"It's okay Kitten, I got this," I told Felicia, "I am a mutant, I have a mutated brain, makes me smarter than the average man. Felicia is also a mutant, her hair is almost silver. MJ is also a mutant, heck all redheads are mutants."

"Peter, what are you saying?" MJ asked a little confused.

"I'm saying we all are mutants some way or another, Jean's mutation just happens to be a bit more extreme," I hated mutants being hated by the general public, I won't let Jean face that, "Jean, you're a mutant, but that doesn't mean you still aren't a human. Got that?"

Jean looked at me with wide eyes as she slowly nodded, "y-yeah."

I nodded, "good. Now….lets see what you can do," I grin.

"What?" Jean asked.

"Your powers, I want to see what you can do!" I grinned before stopping, "no, wait, maybe I should make you a proper damper for your powers, you can't just walk around with tin foil on your head, hmm….come with me."

I motioned them to follow and the four girls did. We went down to the basement where I set up my old lab. It got a little bit of an upgrade, a better PC, science tech and a few Spider tech that I hide away under the floorboard, but unfortunately I rarely ever use this place anymore.

I sat down at my work station and quickly began working on something that could help Jean to control her powers.

"Is this your lab?" Jean asked looking around in surprise.

"Yup," I told her.

"I didn't know you had a lab down here Tiger," Felicia sounded sad.

"I don't ever use it any more Kitten, not since I got the Baxter building."

"You really work for the Fantastic Four?! So cool!" Jean said with wide eyes.

"Thanks," I chuckled.

"Wow, even at home you're a nerd," Liz huffed as she sat down on the spare bed we keep down here.

"Well what did you expect? Peter is a nerd," MJ giggled.

"P-Peter, do you think you figure out what's happening to me?" Jean asked.

"Well I'm not really sure Jean," I reply as I took out a hair band and began lining the surface with insulated wires, "you can move things with your mind, your brain can somehow interact with the material world, how I don't know. But I do know it has something to do with waves of energy as that's the only way something like your powers even begin to make sense."

"So what are you going to make?" Felicia asked.

I smiled, "wait and watch."

They did so and in fifteen minutes it was ready. I stood up and sighed, presenting the now wie covered headband that had a small batter attached to it, "here, this should help keep your powers in check."

Jean gulped as she took the headband and looked at me, "w-will this work?"

I shrugged, "no clue, but let's see if it does," I grabbed her tin hat and pulled it off.

Jean's eyes squeezed shut in pain before she immediately put the headband on and slowly the tension in her head let up.

"I-I think it's working," she said finally.

We all let loose a sigh of relief.

"I don't believe it, how can she be a mutant? She seems so...normal?" Liz asked.

I shrugged, "anyone can be a mutant Liz, even you."

Liz blinked, "what? Seriously?!"

"Yeah, inside some people's body is something called the X-Gene, it grants them their mutant powers. Usually people get mutated around puberty, activation these powers," I groaned, "it really is a fascinating study. The human race is evolving in such an amazing way."

"Damn," Felicia whistled turning at Jean and narrowing her eyes, "don't even think about reading my mind."

Jean gulped, "I-I won't! I don't even know how."

"Yeah, we probably need to do something about that," I said with a sigh.

"What? What do you mean?" MJ asked.

"Jean needs to learn how to control her powers," I told them "if not she could end up in big trouble. We know next to nothing about her powers, they could eventually grow so powerful the device I made won't be able to stop them anymore."

Jean gulped, her hands touching the band on her head, "you think that can happen?"

"It's possible," I nodded, "you need to learn control...hm, grab your things, I know just the place."

The girls looked uncertain, it took me a long time to convince Jean this had to happen before she finally agreed. Liz was scared, but she refused to look afraid, MJ agreed to come immediately and Felicia didn't want to leave me alone with three beautiful girls. It's so cute the way she gets so jealous.

We made our way to the abandoned Train Yard. I pushed the doors opened as we all walked in.

"Eh, I hate this place, by far the worse place I have ever made out in," Liz grumbled.

"Agreed," MJ glared as she remembered the time Harry took her here and try to force a kiss out of her. I don't know what would have happened if I didn't show up when I did, I'm just glad I did.

"Alright, let's see," I looked around spotting an empty tin can in the corner, "perfect." I grabbed the can and put it in the center of the room, "Jean, stand in front, guys, you might want to step away."

The girls did so as Jean and I stood before the can. "You want me to move it? W-with my mind?" Jean gulped.

"Yeah, I do."

"I-I don't know, I don't think I can-"

"-Yes, you can," I told her with a reassuring smile, "I know you can."

"But the voices-"

"-Won't bother you if you don't let it. Your brain is like a muscles you control it, not the other way around...I think. Meh, you should be good, just ah...if you read my mind, just let me explain a few things before you go crazy okay?"

Jean blinked, "what?"

"We all have secrets Jean," I shrugged.

Jean gulped, "o-okay, I'll try," she touched the head band and slowly took it off, wincing from the suddenly influx of voices.

I couldn't help it, I immediately began to think about what Jean would become, the Phoenix. Jean looked at me with a confused look, "what was that?"

"I-I can explain….what did you read?"

"I...nothing," she replied, "it was too jumbled for me to understand."

I blinked, "what?" I thought to myself, 'Jean you're so freaking hot!'

Immediately Jean began to blush, "y-you said I'm hot."

I nodded, "yeah," I now narrowed my eyes, 'Jean, you will become the Phoenix when you grow.'

"I didn't understand that," she blinked, "it felt like static."

She can't read my brain when it comes to facts or the future?! Holy shit! I need to experiment! "Alright Jean, focus on my thoughts once more okay? Tell me what you can read," I closed my eyes, 'SHIELD is HYDRA, Tony and Steve will cause a civil war, I'm pretty sure I'm going to become an Avenger at some point'.

"Ah, you said something about being an Avenger?" she replied, "I couldn't make out the rest."

So she could only read my thoughts and guesses but not any knowledge of my future? This...this was the act of the person who brought me here, whoever or whatever they were. "Okay...we can deal with that later Jean, for now let's focus on controlling your powers."

She nodded, "right."

I immediately focused on the task at hand and nothing else, not letting myself think about anything else. "Focus on me Jean, focus on the sound of my voice, drown everything else out."

She squinted, "I-I can't!"

"Yes, you can!" I raised my voice a little, "listen to my voice. Imagine your powers like a giant speaker, all those voices being amplified into you head. Imagine a giant volume dial set of full. Imagine all the voices coming out of it, and now, I want you to turn the volume down."

Jean's eyes flickered open as she focused, I remembered seeing a TV show called Legion, where the son of Charles Xavier had trouble with voices in his head, just like Jean. I remembered how he learnt to control his powers, hopeful Jean can do that same.

She looked like she was struggling some more, she squeezed her eyes shut, "it's going down."

"Good Jean, keep it up, tune it all out, slowly, until you can't hear them anymore."

A minute later she opened her eyes and looked at me, "t-they're gone!"

I grinned, "good job, now keep that mental image in your head, if they ever come back you can deal with them on your own."

"Holy shit, did you see that?" MJ whispered.

"How did he know how to do that?" Liz asked suspiciously.

"I have no idea," Felicia glared.

"Alright Jean, I want you to focus, focus on the tin can before you. You think that you can't move it, but you can. Your mind is an amazing thing, and you can do it if you try."

Jean looked at me in wonder filled eyes and quickly nodded, "right!" She turned to the tin can and focused, trying to lift it with her mind. She was so focused, she determined, I could feel determination role off of her, by which I mean I could smell it, it smelt like mint.

And suddenly the tin can began to wobble.

"Oh my God! Did you see that?!" Jean turned to me with wide eyes.

"Oh my God Jean that was epic!" Liz ran up with the other girls walking besides her, "can you do it again?"

Jean nodded as Liz and MJ surrounded her and watched as she made the tin can wobble once more. The girls cheered once again, Liz challenged Jean to actually lift the tin can into the air now and the redhead was more than willing to try.

While this was going on Felicia poked me I turned to meet her worried gaze. "What is it?" I asked.

"Nothing," she replied slipping her arms around me, hugging me tightly.

"Kitten, if something's bothering you tell me," I kissed her head of hair hugging her back.

"It's just...you seem so comfortable around her," Felicia mumbled, "you just met this girl and already you're acting like her best friend."

I smiled, "you're so cute when you're jealous."

"Hey! I'm not jealous!" Felicia hissed.

"Okay, okay," I chuckled, "you're not jealous…..she reminds me of me."

"What?"

"She reminds me of when I first got my powers. I had no one to help me...so I guess I just felt like I had to help," I told her honestly. Plus I knew how dangerous she could grow to be if someone didn't help her control her powers now. Jean Grey was a threat to the world in large, I need to make sure she never loses herself to her dark side and let the Phoenix rise.

"Damn, I forgot you were such a boy scout," Felicia said sarcastically, but I saw her smile as she buried her head into my chest.

We then walked back to Jean and the other's, Felicia's hands wrapped around mine protectively. I smiled, "alright Jean, you're doing great."

"This is amazing Peter!" Jean cried out, staring at the now hovering tin can, "thank you so much!"

"Neah Jean, it's all you," I shrugged, "but I think from now on you need some professional help, and I think I know just the man to help you."

Jean and the others looked curious. "Who?" Jean asked.

I smiled, I took out my phone and googled his name and displayed a Wikipedia page dedicated to him. I showed them the phone screen, "his name is Charles Xavier. He's the world's foremost expert on mutants. I think maybe we ought to call him."

* * *

 **Now I know what you're thinking, Jean Grey? that came out of knowhere, but you see, it didn't. Example A, chapter 11, MJ mentions a 'Jean' that came to her play. That's right the clues have been there this whole time. WAHAHAHA!**

 **Also yes, the SI's future thought's are locked behind a wall no psychic can penetrate, even Jean Grey.**


	17. Non-magnetic fists, it's that simple

Jean did not want me calling for outside help. No matter how much I tried to convince her otherwise she was determined Charles would treat her like a lab rat and experiment on her. I couldn't tell her he was a mutant himself or that he had a school for people just like her, because well...how could I?

Officially Charles was a human, and his school wasn't registered anywhere, so I couldn't have none all of that. So I was stuck, helplessly listening to Jean rant about how Xavier was probably some freak who liked little girls.

So instead we came to a compromise. Jean needed to learn to control her powers, she wouldn't go outside for help, so instead I would train her.

Felicia didn't like the idea of me spending so much of time with another girl, so she insisted she come along as well. And then Liz and MJ asked as well, the girls apparently grew closer when they found out about Jean's powers, so now they were all the best of buddies.

I did make a psychic damper into my helmet, just in case. I knew jean couldn't read my thoughts about the future and what not, but still, someone more powerful, like Xavier might be able too. Better safe than sorry.

A week quickly passed by, the four girls were often seen talking together in school, they quickly drew the eyes of all the boys there, since most were single.

I walked into school on Monday morning and was surprised to see a jock leaning against Felicia's locker and talking to her. He wore his sports jacket and was stacked like a bodybuilder.

"So babe, whatcha doing tonight?" he wiggled his eyebrow.

"Probably going to be with my boyfriend," Felicia shot back.

"Who?" he asked in genuine surprise.

"Peter," Felicia hissed.

"Parker? You're serious? Forget that whimp! I know how to show you a good time," he said moving closer and that's when I decided to step in.

"Excuse me, coming through," I sent a jab into his ribs, causing him to buckle in pain, "you okay there man? You like you're constipated, you should really stop being full of shit," I glared.

"Good morning to you too Tiger," Felicia smiled, "bye Brad, nice talking to you," Felicia held my hand as we walked to our first period. "That was a little excessive," she whispered.

"He deserved it," I shrugged.

"I've seen you bent steel with your bare hands Tiger, he didn't, he was just acting like an idiot," Felicia shrugged, "you really shouldn't act so jealous."

I smirked, "oh really? Two words Kitten: Jean Grey."

"Hey, that's different and you know it!"

"How so?" I smiled with a raised eyebrow.

"Because Brad's not in love me with me," Felicia rolled her eyes.

I stopped, "sexy cat lady say what now?!"

"Oh come on Peter, you see the way she looks at you, I swear it's like that girl doesn't even try to hide it. I'm surprised you didn't realise it sooner."

I blinked, "I just….I never thought it was possible," which was true, this was Jean fucking Grey! The Phoenix! How the hell did she get a crush on me?! "This is so weird."

"Oh get used to it Tiger," Felicia whispered, "why if I wasn't here to teach these bitches to back off you'll be flooded with girls," she looked to the left and glared at a group of girls that smiled at me.

"You do know they're staring because of the clothes right?" I pointed at the fashionable new set of clothes I wore that Felicia had picked out for me, "I've been getting so many looks because of these."

"Oh please Peter, clothes don't make the man, well, they do, but in this case I would say they are staring because of your body under the clothes. You really have changed you know."

She was right, I had grown. I now stood at 5 feet 10 inches with broader shoulders and bigger biceps, swinging across the city did have it's advantages.

We walked into the class and found MJ, Liz and Jean sitting together. Usually Jean wouldn't be anywhere near them choosing instead to sit further away near the back and putting her head down, but now they were best friends and all that.

Felici and I sat down next to them, Liz and Jean sat in the back while MJ, Felicia and I sat in front of them.

"Hey Felicia," Liz greeted us, she looked at me and smirked, "morning Parker, I heard you beat up Brad for flirting with your girl."

I raised an eyebrow, "how do you know about that already?"

"A couple of kids saw you and took a video," Liz shrugged showing the video of my dropping him down like a sack of potatoes.

I smiled, I immediately took out my phone and commented on the video:

 _My Kitten, back off!_

Felicia looked at the comment and rolled her eyes, "possessive."

"Oh you know you love it," I waved her off.

"So what are we doing today you guys?" Jean asked eagerly, "I've been working on the mind reading thing, I think I can actually try and read people's minds on purpose now!"

"Not so loud Jean!" MJ hissed looking around and sighing when she found no one giving us weird looks.

"Sorry," the redhead blushed.

"It's cool Birdie, just remember, soft words," I told her using the nickname I chose for her. Like I said, she wasn't the glorious Phoenix, she was a small little birdie.

"Y-yeah, sorry," Jean blushed.

Felicia leaned in and whispered, "keep doing stuff like that and she'll fall harder for you."

I blinked, oh shit I didn't realise that. I looked at Jean and gave a nervous sigh before turning back to pay attention to class. Just then the door opened and the two morons of the class walked in Harry Osborn and Flash...Thommy? Timothy? Oh shit...I actually forgot his last name….fuck!

"Hey Kitten," I leaned in and whispered, "what's Flash's last name again?"

"Thompson, why?" Felicia asked.

"I forgot," I shrugged.

"You forgot Flash's last name?" MJ asked in surprise.

"Hey, out try to do quadratic equations in your head and still remember some moron's last name," I shrugged.

Liz rolled her eyes, "if only I could forget him as easily as you can."

And just like magic Flash noticed Liz and the rest and smiled, "Liz! Hey! What's new girl?"

"Nothing Flash," Liz shrugged as Flash and Harry walked up to us. Liz then turned her gaze at the asian chick on Flash's arm and glared, "who's this?"

"Oh, ah, this is Paulie," Flash said nervously.

"Hey," Pauline smiled and waved.

"Hey Pauline, want a cracker?" Liz snorted.

The girl looked sad and Flash looked pissed, "not cool Liz!"

"Whatever meat head," Liz scoffed, "get lost."

"Hey now no need to start a fight," Harry quickly stepped up. He looked down and smiled at MJ, "hey MJ, long time no speak."

"Believe me, that was intentional," MJ replied.

Harry shrugged, "I deserved that," he then finally noticed another redhead in the group, "hey, your Jean right?"

Jean gulped, "y-yeah. Hi."

"Hey, nice to meet you," Harry then dismissed her immediately and turned to MJ, "so, what are you doing later?"

MJ glared, "I'm hanging out with my friends."

"Really?"

"Yeah, really," Felicia and I said at the same time. God I love this girl! It's like she could read my mind!

Harry then looked at us and sighed, "too bad. Hey, when you're free, we should catch us, just the two of us."

"I'll think about it," MJ shrugged.

"Cool, come on Flash, Pauline," Harry walked past me, "hey Parker."

"Osborn," I gave a stiff nod, ignoring him otherwise.

After school ended we all got together and went to the Cafe I refused and sat down in the table in the back. I had began to tutor all of the girls in various subjects. MJ and Felicia had psychic, Liz had Chemistry and Jean had math. It was a lot of work, but the one hour we spent together really brought us all closer.

"Hey Pete, what's this?" Jean asked as she slide closer pushing her textbook towards me.

I looked down, she was getting awfully close, I sighed, focus man, focus. I began to answer her

Question in as much detail as I could, ignoring her poor attempts at flirting. Honestly when you're dating _the_ Black Cat, things like this seem tame.

Felicia looked at her boyfriend and Jean, she honestly felt bad for the girl. She knew one thing, Peter wouldn't leave her, not for someone like Jean Grey. They have been dating for months now and there wasn't any reason for them to break up, no secrets, nothing. She really did feel bad for the red head.

Finally we were done, we packed up our stuff and walked out of the cafe.

"So what do you guys want to do now?" I asked them.

"I want to get some training done," Jean spoke up, "I'm sure there are things I can do that no one else can, I just need to find out what."

"Jean what exactly are you going to do?" MJ asked. Everyone turned to her questioningly, "what? You all must have thought about it right? She can read minds for God's sake! She could basically be anything she wants!"

I nodded, "you're right," I turned to Jean, "what do you want to do Birdie?"

"I...I guess I want to help people," Jean admitted, "you know, like Spider-man."

I smiled, "really? You want to go around town wearing tights?"

"Hey, for your information Spider-man looks great in tights," Liz huffed, "that ass is so pinchable!"

"I know," Felicia grinned wiggling her eyebrows at me as I rolled my eyes.

"Right, anyway, you really want to do that? Be a superhero?"

"Well, yeah," Jean nodded, "I think so."

"Why?" I asked her.

"What do you mean?"

"Why do you want to be a superhero?" I asked.

"Well….I should do something good with my powers right?" Jean said looking at her hands, "I don't know why I have them, but I do and….shouldn't I try and do something good with them?"

"Well Tiger, looks like she really is your student," MJ chuckled.

"Yup, self righteous and all, perfect fit," Felicia snorted.

"What do you mean?" Liz asked, Jean looking equally confused.

"My uncle has a saying," I tell her, "with great power-"

"-Comes great responsibility," MJ and Felicia completed.

I chuckled, "yeah, that's the one. And basically I try to live by that code. I try to make the better world with my inventions, try to further it forward. So if you're really going through with this, if you really want to protect people, you always have to remember that your actions have consequences and you must always try to do good, because if you can, it is your obligation to do so."

Jean looked at me in awe, huh, kind of happening a lot these days huh?

"Birdie? You still there?" I ask.

She slowly nodded, "yeah, I understand. With great power from great responsibility."

I nodded, "exactly."

"Damn Parker, since when have you been so zen?" Liz chuckled.

I smiled and shrugged, "since always."

We walked down the street a few blocks over, MJ had finally joined acting classes, so after dropping her off there Liz would drive away in her car while Felicia and Jean would go for the latter's training and I would meet with…. _David_. Douche bag.

But as we turned the corner my spidey senses suddenly kicked in. I looked up and saw a giant construction crane wobble over us, dropping a steel beam from its load.

"Get down!" I yelled, grabbed the girls and pushing them to the side. I looked up from the ground and saw an old woman still standing there right under the falling beam, "no!"

The beam was a story away from the ground, I expected blood to come pouring out, but then, like magic, the beam stopped.

I turned to the only other super powered being I knew, Jean was holding it up with all her will, the scent of mint covering the street as she pushed everything into it.

I got on my feet, grabbing the old woman and pulled her away, the very next second Jean let go of the beam and it crashed into the pavement.

"Oh my God, thank you young man!" the old woman cried out.

I looked around, cameras, people snapping pictures of me and the beam. Good, Jean wasn't on focus. I turn around and looked at Felicia, "sneak away, I'll draw their attention."

She nodded and quickly she pulled them away. I was quickly mobbed by people, the old woman profusely thanking me while I just stood there and took it for as long as I could. I couple of people took pictures of me and soon the police arrived.

It was night before I was able to leave the scene, I had to call agent David and explain the situation, luckily the asshole didn't make such a big deal out of it. It was already evening by the time I meet up with the girls again in MJ's house.

I climbed up MJ's wall and knocked on the window. MJ opened and smiled, "hey Tiger, get in here."

I did and quickly Jean stood up, "I'm sorry. I didn't think-"

"-No, you did good Jean," I told her as I sat down next to Felicia on MJ's bed, with MJ joining us and Liz and Jean sitting on separate chairs. "I told you, great power, great responsibility. You saved that woman's life without a second thought, you did good Birdie."

"Told you he wouldn't be mad," Felicia pressed a kiss on my check, "my man's too big of a softy."

Jean sighed, "thank you."

"Did people connect the beam thing to Jean?" MJ asked.

"No," I shook my head, "I kept the focus on me. And when someone brought it up I just waved it away as a their imagination. It was difficult, but luckily the cops came by then and made the people disperse."

"So we're safe? No one knows about Jean?" Liz asked.

I shook my head, "now...although there were cameras around….I can't be sure."

Liz quickly took out her phone and began searching in moment she stopped and cursed, "fuck."

"What is it? Found something?" I asked.

"Yeah," she showed a picture taken from across the road. I was pulling the old woman away, that was in the center frame, but in the corner one could see Jean holding out her hand.

"That doesn't look too bad," Felicia said reassuringly.

"Yeah...it almost looks like Jean's calling out for Peter," MJ replied.

"Are there any other photos?" I asked cautiously.

"With Jean in them? No, this is the only one," Liz sighed.

We all let out a sigh of relief.

"You're going to have to be more careful Jean," I told her, "your identity is your biggest secret, you need to keep it."

"Yeah," Jean nodded, "what do you think I should do? Spandex?"

I snorted, "maybe."

"Oh, maybe we can buy something!" Liz called out, "you would look amazing in a jacket and jeans combo! Classy and practical!"

"We should totally design her suit!" MJ exclaimed.

"Totally!" Liz agreed with an equal enthusiasm as they dragged Jean to MJ's fashion magazines and made her look through it for a costume.

Felicia turned to me and whispered, "think SHIELD's interested in her?"

I gritted my teeth, "I don't know. I know they have me under surveillance, and I know they keep an eye on my friends but...I don't think they know. The event was an accident, they would have had to keep the camera on me 24X7 and hope to catch something, and I think I more than proved my loyalty to them. No...I think she's safe from them."

"Then who else?" Felicia asked.

I growled, "there are more things that go bump in the night than just SHIELD."

Another week quickly went by without incident. People in school were once again praising me for saving the old woman's life. I pushed it off as best I could, I really didn't like the attention, nor did I deserve it.

MJ and Liz were a little busy though, working on Jean's costume. I got a few glances here and there and I was certainly impressed, they sure did have talent. I gave them a few suggestions, like making her colour combo green and yellow, they thought it was perfect. Of course it was.

And on Saturday night we all gathered once again in MJ's room, Felicia and I sitting on the bed while Liz and MJ walked in.

"And now, presenting for the first time, Marvel Girl!" Liz announced.

The door opened up and Jean walked in wearing her costume. It had a green set of pants and a black top with 'M' stitched on in yellow. She wore a green overcoat with yellow going down her sides and a pair of gloves. Completing the costume was a yellow scarf tied around her head similar to what I saw Iron Fist wearing, covering her hair. The eye holes were curved like a cat, perfectly capturing Jean's eyes.

Felicia whistled, "damn."

I nodded, "you look the part Birdie. What's it made out of?"

Liz and MJ blinked. "Ah, cloth? The jacket's leather and the pants are like 50% cotton I think," Mj shrugged.

I sighed, "you're telling me you made a costume with no protection of any kind? She's psychic, not bullet proof!"

"Hey where the hell are we supposed to get armour?!" Liz cried out.

"Oh I don't know, how about asking the guy who works in the central hub of new technology?!" I replied sarcastically.

"You two really should have thought of asking Peter," Felicia nodded, "but okay, Tiger, can you fix something up for her?"

I sighed and nodded, "yeah, I know how to make the polymer blend now, I can fashion a good enough suit like this in the Baxter building, shouldn't be a problem."

"Great, so don't come asking us for bulletproof shit," Liz grumbled collapsing into a chair.

"It's amazing, thanks you guys," Jean said with a smile, "I feel so cool!"

"Yeah," MJ grinned.

"So, when are we going out?" Liz asked excitedly.

"We?" I raised an eyebrow.

"Out?" MJ mirrored my questioning nature.

"Well, yeah. We got the suit and the girl, shouldn't we like, test her out?" Liz asked shrugging.

"Maybe it's a little too soon for Jean to be out," Felicia argued, "I mean she did literally just start. Maybe we should train her some more. I know a few basic hand to hand skills she would find useful."

I nodded, "yeah, agreed."

"No," Jean spoke out, "I-I want to go out. I want to at least see what I can do!"

I raised an eyebrow, "Jean, you need to be ready. You can't always rely on your powers to bail you out every time."

Felicia scoffed, "yeah, believe him, he know's what he's talking about." The other girls looked confused by Felicia's statement, but I ignored her altogether.

"Peter, I need to do this, please," Jean said in a begging tone.

I looked at Felicia, she shrugged. I sighed, "fine. But it's just for tonight. After which you won't leave until Felicia's trained you."

"Oh and what makes Felicia so good at fighting?" MJ asked rolling her eyes.

"I'm a black belt in taekwondo and won the women's nationals in Judo," Felicia replied cooly.

"Huh….that'll do it," MJ nodded.

Jean grinned, "this is going to be so cool!"

I sighed, I quickly thought up of ways to keep her safe and quickly decided upon one. "Alright, I have to go now, work calls. But Jean, Felicia, MJ and Liz will be here to help."

"We got your back girl!" Liz cried out.

"You really have to go? Now?" Jean asked uncertain.

"Yeah, sorry," I kissed Felicity on the lips, and whispered in her ear, "I'll watch over her as the Spider."

Felicia nodded, "okay."

"Peter, I don't think I can do this without you," Jean said.

I smiled, "I won't always be there to hold your hand Birdie, you're going to have to spread your wings and fly. Don't worry, if anything happens I'll be there immediately."

I said goodbye to the girls and immediately went into my house and changed clothes. I took my backpack and pressed the hidden spider logo on it's side activating it. My costume exploded outwards, I slipped it on and slammed my hand on the chest, activating the arc reactor.

I then slipped on my mask and web gauntlets. I rolled my shoulder feeling the new weight of the spider arms I had attached to my back. They were dormant right now and I haven't actually used them in real combat, hopefully I won't have to just yet.

I snuck out of my home just as Liz drove away with Jean, Felicia and MJ in the car. I sighed, I so had a bad feeling about this. I managed to keep up with them, following behind as they drove towards the bad part of town.

Liz parked a few blocks away and Jean stepped out looking nervous. I sighed and shook my head, she so wasn't ready.

Just then my phone began to ring, it was Felicia, I picked it up, "hey Kitten."

"We are in Peak's point," she told me.

"I know, look up," Felicia slowly did, making sure MJ and Liz didn't notice. I waved at her, "she's not ready."

"She'll be fine."

"She doesn't have the training."

"Did you?"

"I had the ability to sense danger before it happened and spider like reflexes. She can move things with her mind." I noticed her walk out of the alley, her posture stiff, "I'll call you back, I'm going to make sure our girl doesn't die."

"Good luck Tiger," Felicia purred. God, I swear it's like sometimes she does this all on purpose!

I jumped from rooftop to rooftop following Jean as she walked around town. More than once she got cat called by people on streets and heckled for dressing up in a costume. She ignored them and kept going on, I was honestly impressed, the nervous wreck I knew a few weeks ago would have frozen in shock, she had grown so much in so little time.

Eventually though, she did find trouble.

She walked into an alleyway and immediately three people jumped out befor her and two behind. They waved around a knife and baseball bats, laughing at her. I couldn't hear the threats they made, but it made me pissed off regardless.

And then they attacked.

Jean moved, pushing the guy with the knife back as hard as she could. They looked stunned at the sight of one of their own go flying away, but Jean didn't stop.

She threw a trash can at them, knocking them on their asses. She then threw another one into a all and when one guy charged form the back she threw him over her head, through the air and into another guy who tried to get on his feet.

She looked like she was having fun beating those thugs. She danced around, throwing them from one corner to another. But just then I noticed one guy looking really pissed as he charged into Jean's blind spot with a knife thrust forward.

"That's not very nice!" I called out shooting a web line and grabbing the weapon out of his hand.

They all stopped and turned to see me standing on the wall a few feet off the ground examining the knife. "This is very dangerous you know. People could get hurt, like innocent unopened letters."

"S-spider-man?!" one guy yelled out, "fuck this! This bitch ain't worth it!" They all turned around and ran leaving me and Jean alone.

I jumped down and tossed the knife over my shoulder, "you know I really do miss the old days when common thugs didn't run in fear. Like back then they actually stood their ground and fought back! Sigh, so sad."

I looked at Jean, she had her jaw dropped in awe, her eyes sparkling. I tilted my head, the only way to show any emotion through this mask, "so...who are you supposed to be?"

"I-I'm Marvel girl," she squeaked out looking scared out of her wits.

I chuckled, "it's alright Marvel, I'm not going to bite...well, unless you ask me too." Jean squeaked. I looked around and whistled, "damn, you have some power. What is it? Telekinesis? You a mutant or cosmic accident?"

"M-mutant," Jean squeaked out, "a-and your Spider-man!"

I nodded, "right in one! What gave me away? Was it the giant black spider on my chest?" Jean chuckled, "oh great, you can laugh. I was beginning to think all you could do was squeak in fear. If you're going to be a hero you need to be brave Marvel Girl."

"I am!" she cried out passionately, "it's just...I've never met a really super hero before."

"Oh, that's sweet," I flicked her on the forehead, "but if you're serious about being a hero, you need to start taking this more seriously. Go home, train, learn, adapt. You can't use your powers for everything, got that?"

Jean nodded, "yeah, I know. It's just….I wanted to see what I could do."

"Well from what I saw you have the potential to be something pretty amazing," I chuckled taking out my phone, "selfie?"

Jean's eyes sparkled, "yeah!"

I chuckled as we stood next to each other, Jean putting up the peace sign while I gave my trademark devil horns. I quickly put the picture up on Instagram with the caption:

 _Just meat a real_ Marvel _today, NY, say hello to Marvel Girl! Careful, she bites._

I made sure Jean's face was a little blurred, keeping the image distorted in order to hide her face, not that you could tell it was her right away. I turned to Jean, "alright Marvel Girl, stay safe, don't do anything I wouldn't do, and don't worry, you'll get the hero thing soon. I just know it."

Jean smiled as I jumped away crawling up the building wall. "Thank you Spidey!" Jean cried out.

"You're welcome!" I yelled back, crawling into the roof and hiding in the shadows. I looked down and followed Jean as she quickly walked back to where Liz and the others had parked.

She quickly got in and they drove off. I followed them from the roof tops, Jean seemed to be telling them all something excitedly, probably of her first meeting with the most amazing super hero in the world.

It seemed like it was going to be a smooth ride back home, when suddenly I saw something flying across rooftops, landing in the middle of the road.

Liz's car screeched to a halt as we all stared in surprise at the metal beam imbedded into the middle of the road. The girls looked confused, but for me I felt what must have been the very beginning of a heart attack.

He was here. How? How did he know?! Was it my picture? No, I didn't add a location and I doubt Magneto of a people used Instagram, but as I was thinking, the man in question came in view.

He floated down from the sky, the girls looked up at him. He wore his trademark helmet and purple cape. His suit was black with a red chest piece and his arms had purple bracers.

"You," his voice was so soft yet loud, I could see the whites of his eyes behind the shadowed insides of his helmet, they were looking at Jean, "you are a mutant, strong and perfect in every way."

"Who the hell are you?!" Jean yelled out, stepping protectively before her friends.

"I am Magneto, a mutant, like you," he stated, his cape billowing in the wind, "I have come with an offer."

"Yeah? What is it? Want some fashion advice? Capes were so last century bro!" Jean yelled back. I raised an impressed eyebrow, her first night out and already she was trash talking like the best. I'm so proud!

"I offer you salvation, Jean Grey," he ended slowly.

Jean gasped, "h-how did you find my name?"

"I have my ways," Magneto nodded, "join me, and I will show you a world unlike any other. Where you don't have to hide who you are, what you are. Join me Jean, you will never have to hide, show the world just how amazing you are."

Jean paused, I could see her thought's considering it. She was about to speak when suddenly MJ yelled out, "she's not going anywhere! She's staying right here!"

Magneto turned to Jean, "this doesn't concern you, human." The way he said human sounded like an insult, and I think it was.

"She's our friend! So it is our concern," Felicia stepped up, flanking Jean.

"And no second rate douche bag is taking her away from us!" Liz yelled out.

"Enough!" Magento roared as he raised his hand lifting Liz's car into the air before slamming it down on the ground with a loud crash. It was totally totaled.

He glared at her and the girl squeaked, shrinking back in fear.

"Think Jean," Magneto hissed, "they are your friends now, but what will they do I wonder, when you surpass them in every way possible?" Jean gasped, the girls looked confused, "we mutants are stronger, smarter. We are the next step in human evolution, why must you limit yourself? Why must you shrink away to make other people comfortable around you? You are a God to these people Jean, come, let me show you."

He extended a hand, Jean looked scared. She looked at her friends and gulped, "i-if I come, will you let them go?"

Magneto nodded, "I swear it on my life and my honor." Jean nodded, she stepped forward.

"Don't do it Jean," Felicia hissed, "he's lying to you."

"I-I have to protect you guys," she said, "you're my only friends."

And that's when I decided it was time to step in. I wanted to see what she would do, and she didn't disappoint.

I quickly took out and threw two liquid nitrogen pellets at Magento. The mutant turned to the two metal pods coming at him and he held up his hands, stopping them in mid air before crushing them, releasing the flash freezing liquid.

I swung towards him, hiding behind the cloud of ice, I came flying through, I saw Magneto's eyes go wide in surprise as I drove both my feet into his sternum. I jumped back and landed in front of the girls.

"Spider-man?!" Jean asked in surprise as they all looked at me in surprise and relief.

"Heya Marvel girl! Didn't I tell you to stay out of trouble?" I chuckled turning back to Magento, "hey there cape guy! The 80's called, they want their stereotypical super villain back."

"That's what I said!" Liz grinned.

Magneto held his stomach and growled, "Spider, this does not involve you."

"Ah, yeah it does," I lowered my center of gravity, my fingers inching towards my web grenade cartridges, "you just threatened the lives of civilians Magneto, that makes me involved."

"Unless you think you can stop me," he raised his hands, summoning bits of metal from all over the street. Metal signs, street lamps, a mailbox, even pieces of concrete with metal rods in them, "get outta my way."

"Yeah, not going to happen," I turned to Felicia and whispered, "get them out of her and hide."

Felicia nodded, "yeah."

"I can help!" Jean cried out.

"You need to stay with your friends and protect them, I can't hold him off for long," I gulped in fear of the truth of that statement, "don't argue Marvel Girl!"

Jean looked sad but nodded. I turned to Magneto, "ready to go?"

"Do not do this Spider, this is your last warning," Magneto hissed.

"Bite me," I set my gauntlets on web grenade mode and clicked the shooters sending out rapid fire shoot of little balls of web.

"Pathetic," Magento said as he placed several pieces of debris in front of the grenades, causing them to explode and stick all of them together. Magneto looked at the stuck together mess and sighed, "annoying."

"Here's web in your eye!" I called out. Magneto looked up in surprise, I snuck over and leaped over his wall of debris. I clicked my shooter sending out more web grenades, this time hitting him directly.

"What is this?!" Magneto growled as he struggled to break free.

"It's called a sticky situation!" I landed on a building wall, "activate repulsors, medium intensity!" They hummed with power as I aimed it at him and activated them. Two beams of force came flying at him, hurling the man into a building side.

I sighed and turned to the road, the girls slipped into an alleyway following Felicia's lead, I sighed, good, they're safe now.

"You inscet!" I heard him roar. I gulped and watched as he rose into the air once more, his powers working overtime as they brought more and more metal pieces around him. He threw them at me and I leaped away just in time.

I ran across building walls as debris came flying at me. My spider senses were tingling over and over, it took all my agility to jump away in time, bending in a way I didn't think possible.

"Hey what's going on?!" and old woman yelled out opening her window. I leaped over her window firing a wb net that caught several pieces of concrete before it hit her in the face.

"Get inside and lock to windows ma'am!" I yelled as I swung away, I need to get him somewhere there was no metal, like a park! I began swimming towards the closest park I know when suddenly a shard of metal cut through my webbing causing me to go flying down.

I was about to land on my feet when suddenly my gauntlets were jerked upwards, sending me flying through the air right into Magento's floating hands.

He had torn through the webbing cocooning him. He looked me over, holding my hands apart by manipulating my gauntlets. I struggled to break free, but it was useless, I was hanging limply in the air like Jesus about to be crucified.

"You are an interesting creature I'll admit," Magneto said ripping off the last of my webbing from his suit, "tell me, are you a mutant?"

"No, not exactly," I said, 'try to keep him talking, think of a plan!' "So, no, I'm not going to join your little Nazi Mutant club Magee, sorry.

His eyes went wide, "you dare?! Do you even know who you say this too?!"

"I'm saying this to a jewish boy who had lived through the worst of humanity," I replied, "I'm saying this to a man who fears the same will happen to his other race as well."

Magneto growled, "so knowing that, how could you still think what I wish to accomplish is anything like the Nazis?!"

"Because it is," I spat back, "Mutants are the superior race right? Didn't Hitler say the same about the Aryans? Didn't he create a special little group with special people to hunt down the weaker race? Will you do the same Magee? Will you hunt down and put all the humans into special little camps?"

My tants were getting to him, I could feel it.

He growled, and the closed his hands into a fist.

My eyes went wide in pain. "ARGH!" my gauntlets were crushed into my forearms, I heard bones cracking as my own gauntlets squeezed into my arms.

He wasn't done though. He let his control over my gauntlets go, grabbing me by my costume and holding me up with muscle power alone.

"I am nothing like them! Do you hear me you insignificant bug?!" he roared. I felt my hands bleed out into the ground, my gauntlets falling down in scraps of metal. "I am not going to do to the humans what the Nazis did to me! I am saving my people!"

My breathing slowed down, the pain slowly reduced into a numbness that stinged whenever blood dripped out. I gasped, "you either die a hero, or you live long enough to see yourself become the villain."

Magneto's eyes went wide in surprise, "w-what?"

"You're right Magneto, you're right in wanting to protect your people. But you hate humans far too much," I gasped out, "you hate us, but you are one of us. You aren't special, you're just a little boy you can't see the good in people."

"I will make your death painful Spider," Magneto growled out, "you fell feel every second of it as I drive metal into your bones and suffocate you from the inside out."

"Funny, I was going to tell you he same thing," I grinned and suddenly four large red arms popped out of my back. Magnetos gasped in surprise as they launched themselves at him. The top two landed into his arms holding me while the bottom two pierced his sides.

"Argh!" he cried out in pain. But I wasn't done, not by a long shot.

"Unibeam, activate, full power," I growled out.

Magneto's eyes widened as he looked down at my Spider symbol glowing in power. He let go of me and pulled away, but as soon as he did my unibeam came bursting out, sending him flying back down the road.

I began falling, but with a simple metal comand I had one arm shoot out a web line from the tip of it's arm and swing me down slowly.

I landed on the ground and panted. I looked down at my arms and cursed, they were bleeding, badly. I had my arms wrap them around with webbing to stop the bleeding, I rotated my wrist, looks like only my forearms were broken, lucky me. Hopefully the webcast will help me heal faster.

I looked up, Magneto wasn't there. I guess he flew away, thank God. I don't think I could have even hurt him without surprising him first. I would have been screwed if he already knew what I could do.

I tapped my helmet, "call Kitten," I told it. The system then automatically called up Felicia who picked up almost immediately.

"Are you okay?" she asked first.

"A little banged up but fine," I told her looking at my broken web gauntlets lying on the streets, "and you?"

"We're at Jean's house, eight blocks away, her parents aren't home so it's just us" Felicia told quickly, "how soon can you get here?"

"I don't know, ten minutes?" my arms weren't going to be useful, and I wasn't used to web swinging with the arms just yet.

"That long? Did...did something happen?" she asked afraid.

"Web shooters broken," I cursed, "I'll be there soon Kitten, I promise."

"I love you Tiger, be safe," she told back.

I hanged up the call and sighed, I needed to move, fast. I quickly gathered my broken web gauntlets and all the drops of my blood. Didn't want that getting into the wrong hands.

I then launched a web line into lamp post and swung away, slowly, the arms still needed getting used to.

But as I swung towards Jean's place I thought to myself, just how the hell am I going to beat this guy? His powers shouldn't even be possible right? Like how can he control all forms of metal? Was it magnetism? Because of it was then he can't control non-ferrous metals like….like my arms!

He couldn't stop them from hurting him because they were made out of titanium! A very weak magnetic metal! My gauntlets were basically steel and some other minor metals, all most all were ferrous, meaning highly magnetic!

I needed to use this to my advantage somehow. I couldn't make a brand new set of web gauntlets, now time. But just then I passed by a pawn shop and immediately got an idea.

 **At Jean's house:**

Felicia stepped out fo the bathroom and sighed. Jean looked up from her bed, "who was that?"

"Peter," Felicia said, "he was just calling to check up."

"What did you tell him?" MJ asked.

"That everything was fine and there was nothing to be worried about," Felicia lied.

"Why did you tell him that?!" Liz cried out, "everything's not fine and there is plenty to worry about! A psychotic mutant that can control meal is coming after us!"

"Which is exactly why Peter souldn't be anywhere near here," MJ shot back, "he needs to be safe."

"Can't we like ask him to call Johnny Storm and the other Fantastic Four or something?!" Li z asked.

"Yeah, we should do that," Jean said quickly, "I don't want Peter to get hurt, but Spidey can't hold that freak back much longer, we need help!"

Felicia was backed into a corner, she sighed, "I don't-"

"Oh for God's sake Felicia! We can actually die! We need too-"

Boom!

The far wall of Jean's room exploded outwards as it was ripped off and thrown aside. Magneto floated before the girls, his cape in tatters, his red armour broken in places and blood dripping out of his hands and chest.

"Jean," he said with narrowed eyes, "this is your last chance. Join me, or die."

Jean growled as she jumped in front of her friends, "I thought you didn't hurt mutants?"

"I didn't, but I'm running out of patience tonight," he growled.

Felicia smirked, "Spider did that didn't he?" she looked at his wounds, "superior race my ass!"

"Incolet child!" Magneto ripped a piece of concrete and iron and threw it at Felicia. The silver haired girl ducked down, but the concrete never went past her, it stopped halfway as Jean held up her hands protectively.

"You. Won't. Touch them!" she roared, throwing the concret back at him.

Magneto flicked it away with a look, "if you wish to protect these vermin, then you shall die with them!"

Slowly he pulled out several iron bars out of the wall, aiming them at Jean at the girls. Magento got ready to launch them forward, when suddenly lightning roared in the sky.

"You will not harm them!" a voice called out as the winds picked up. The clear night sky turned cloudy as rain began to pour down.

Magento looked up and growled, "not now."

A woman in a skin tight black suit and cape floated down on heavy winds. Her hair was white as snow and her skin dark like chocolate. Her eyes glowed with electricity as the wind buffeted her around, but never moving her, "stop this at once Magneto, or we will stop you."

"We?" he asked.

Suddenly the door to Jean's room was broken off it's hinges as a man with wide shoulders dressed in orange and black walked in. He snarled wearing a costume that was skin tight and a mask that had a 'V' shaped black visor over his eyes.

"Hey bub! Long time no see!" the man growled as he threw his hands apart causing three metal claws to pop out on each hand.

Magneto turned and growled, "Logan, how nice to see you again."

"Yeah, last time you got away, I'll make sure that doesn't happen again, bub," he smirked.

"I doubt that metal man," Magneto smirked, "is this all you have Charles? A wild beast and a lighting bug? I'm almost insulted."

"My students are more than a match for you Erik," a calm British voice came from inside Jean's house. Slowly a bald man in a wheelchair rolled into Jean's bed room that was quickly becoming a tad bit crowded.

The man looked at Magneto and narrowed his eyes at his wounds, "you're hurt Erik."

"Yes, I am," the magnetic mutant replied.

"You're losing too much blood Erik, stop this at once, we can settle this another way old friend," the bald man pleaded.

"No Charles, we cannot," Magneto snarled.

"I'm sorry, but what the fuck is going on here?!" Liz cried out.

The bald man turned to the girls and smile, "Ms. Allen, we are so sorry you, Ms. Watson and Ms. Hardy have been dragged into this, rest assure we will not allow him to hurt you any longer."

"Who are you?" Jean asked, "what the hell are you doing in my house?!"

"Jean, my name is Professor Charles Xavier," the man nodded, "you might not have heard of me-"

"-You're the leading expert of mutants, you wrote 'The Theory of Mutated Evolution'" Felicia spoke up with narrowed eyes, "what the hell are you doing here?"

Charles eyes blinked in surprise, "I must admit I am quite surprised you knew of that Ms. Hardy. But yes, you are right, I am the leading expert in mutant kind, but I am also a mutant myself."

The girls all gasped in surprised. "Peter is so going to freak out," MJ whispered.

"Enough!" Magneto looked to be getting paler by the second, "move Charles, or you will be moved! Tonight is not the night to test me!"

"No Erik, I will not," Charles sat in front of the girls defintly, "Wolverine, Storm, if you will."

"With pleasure professor," Storm said as she sent galing winds at Magneto blinding him with the sheer speed. "Begon Magneto! You aren't welcome here!" She threw her hands forward causing a lighting bolt to come flying down.

"You aren't strong enough to even challenge me woman!" Magneto yelled holding up a concret block to absorb the lighting. It shattered into pieces.

Wolverine jumped out the giant hole in Jean's wall, claws flashing. Magneto held up one hand and suddenly he froze in place.

"Sending a man made of metal to fight the master of magnetism? Really Charles? Did you fail fourth grade science?" He threw Wolverine into the path of Storm who quickly caught him with her winds.

"I will crush you all!" Magneto cried out as he slowly rose into the air leveling up against Storm, "you will bow down before me tonight Charles! I will not stop until-"

"-Oh shut the fuck up!" I cried out and landed on Jean's roof. I grabbed my EMP gun and threw it at him, "eat shit ass hole!"

"You!" Magneto turned to me and held up one hand and seized the gun, "you think stupid little trinkets can save you?!" He squeezed his hands, crushing the EMP gun. He couldn't see it, but under my mask I was smiling.

Suddenly a burst of electric energy exploded outwards covering Magento in a shock wave of energy. He looked confused and then suddenly he dropped down like a puppet with his strings cut off.

He yelled in shock as he fell down twenty feet, landing with a crack. His right leg was bent in an odd angle, the bone had snapped.

I jumped down and landed on Jean's yard, Magneto picking himself up, yelling in pain as he looked at his broken leg. His screams were loud, painful even. I almost pitied him. Almost.

I walked up to him, I turned around, the girls and Charles Xavier himself slowly came out of the broken house and onto the yard. Wolverine and Storm landed besides them, all eyes were on me.

Rain poured down, lightning rumbling in the clouds. I felt the water soaking me, my helmet growing wet, my bleeding arms stinging from the water.

"I bet you're wondering right now why you can't use your powers," I spoke in a low voice, though I'm sure they could all hear me. "It's simple really. That 'toy' you destroyed? It was a modified EMP gun, but instead of creating a magnetic pulse to short circuit electronics, I had it to do the reverse, had it electrify the air around you and your body so that it demagnetisers you. Basically your powers are screaming into the void, only it can't reach anything metal."

I slipped my back into my utility belt and took out two bronze jaw breakers and slipped them into my hands.

Magneto's eyes went wide as he tried to crawl away, I grabbed him by the collar and brought him upwards, "remember this you Nazi jewish mutant, just because you have an extra gene in your blood, doesn't mean you're better than everyone else."

I drew back an arm and threw a punch into his helmet, cracking it. He dropped down, but I didn't let up. I used half my strength and punched him over and over again. Thunder boomed in the sky, each strike matching my own.

Magneto's helmet cracked in half down the middle and split open. I grabbed the pieces and threw them aside before I threw a punch across his face. His nose broke, blood flowed out freely from his nostrils, mixing with the rain, staining my bronze knuckle breakers.

"Spider-man! Stop!" Xavier called out, he touched his temples with his hands trying to use his powers on me.

"Sorry baldey," I tapped my helmet, "psychic proof." Xavier's eyes went wide in shock. I ignored him and turned back to Magneto, "you would have killed them wouldn't you? You would have killed them without thinking, and why? Because they were human. Because they were off a different race. Because they were jewish."

I was filled with anger, more than I have ever felt before. I almost lost my friends tonight, lost them because of one idiot with power. My forearms were hurting, blood seeped out of the web cast I had wrapped around my arm. But I didn't care, I just didn't give a damn.

I threw a punch across his face again, a perfect white tooth came flying out. His eyes was swollen shut, his face became red and blue.

"That's enough kid," Wolverine came up to try and stop me.

A red arm popped out of my backpack and it's sharp tip landed near his throat. I didn't even care that I was finally meeting one of my favorite heroes, I knew that I was, but I just didn't care.

"Not now," I growled before lifting my arm into the air, ready to bring it down on Erik's forehead, ready to split it open like a coconut.

"Peter! Stop!" Xavier suddenly yelled out. And suddenly everything slowed down.

"Peter?" MJ gasped with wide eyes.

"Peter?" Jean repeated. Liz didn't even speak.

I slowly looked up at Xavier, "you bastard. Whose mind did you rape to find that information? Was it..." my eyes landed on Felicia's horror stricken face, "no...not her. You fucking hypocrite!" I dropped Magneto and charged towards Charles.

"Don't do it kid," Wolverine stepped between me and him, his claws gleaming in the night, "you don't want to do it."

"He raped my girlfriend's mind," I growled, "watch me." I tried to step aside my Logn pushed me back with a shove. I meet his eyes and growled, "so that's how you want to play it? Fine!"

I jumped him, he moved back and kicked my gut.

I landed further away and quickly got up, charging again. Wolverine roared as he came charging at me claws flashing. I jumped over him, clearing the distance easily, landing right in front of Charles, a red robotic arm pressed against his neck.

"What's the difference between you and him?" I asked in a growl, "he would kill us, you would use us. You tore the information out of her mind didn't you? Like it was fucking nothing!"

"No, I don't do this lightly Peter," Xavier spoke in a calming tone, "I did it because you left me no choice!"

"Why?!"

"Because you would have killed him!" Charles yelled back.

"He would have done the same to us!" I roared.

"Taking the life of another isn't justice," Charles argued.

I paused, the words echoed in my head, he was right. "Maybe...but what you did was unforgivable. You had no right!"

"If you wish, I can remove the memory from-"

"No!" I growled clothing my hand around his turtleneck, "you will never touch their minds ever again! Do you understand me you fucking bald freak?! If I even think you ever manipulated the minds of the people I care about I don't fucking care what mutant army you build, I will rip your head off your fucking shoulders! You got that?!"

The roar of the thunder in the background was the only sound heard. I let go of him and drew in my arm. I walked past Logan, barely giving him a second glace. I walked up to Magneto's broken and beaten body.

"I want you to remember this Erik," I spoke. Words said to a different super powered man came to my head, the context perfect for what I needed to say, "in all your days to come, in your most private moments, I want you to remember the human who beat you. With nothing more than an EMP gun and two bronze knuckle busters I defeated the master of magnetism. The human race is not weak Erik, we won't fall. Fight us, and you will die.

"You think there's a war coming, and you're right. But it's not between mutants and humans, it's between those who abuse their power, thinking themselves Gods and those who understand the value of their gifts. Like it or not, you are the former, you are everything that is wrong with mutant kind, because you see, there is no human and mutant race, there is no difference. There is just us, we are all we have. Accept this, or the next time we meet, I will not spare you."

I turned around, I said what I wanted to say. I looked to the girls. They looked scared, MJ, Liz and Jean all looked so scared.

But Felicia didn't give a damn. She run up to me and threw her arms around me, "I was worried."

"I'm fine Kitten," I put away the bronze knuckle busters and slowly wrapped my arms around her. "I told you didn't I? I would never let anyone hurt you. Ever."

"P-Peter?" MJ asked as she stepped up, "is that really you?"

I sighed as I broke the hug. I sent a glare at Xavier before turning to the girls. I tapped my helmet, the front face slid up revealing my tired face. I gave a soft smile, "hey….I'm glad you're safe."

* * *

 **You know, I always wondered why they just didn't use EMP's to shut Erik down. A powerful enough magnetic field burst should kill his powers, no powers, no Magneto. Duh.**

 **Also regarding all the request for mutant powers, yes, I will include them, but not for sometime. Also Peter's blood just can't react with anything he comes in contact with, it needs to be treated with a specific set of radiation, like Subject-D's blood was.**


	18. Silver and Red

We sat in Jean's living room. The girls were on the couch, fidgeting nervously with tin foil hats on their heads. It wasn't the best solution against Xavier's powers but it was all I could do in the short time.

Logan and Storm were standing on either side of Xavier with Erik unconscious besides him, tied up with my strongest webbing, and me, sitting on a lounger looking at my phone.

"What are you doing?" Logan asked.

"I'm calling SHIELD," I replied motioning to Erik, "they'll prepare a cage for him."

"I don't think that would be wise," Charles spoke up.

I looked at him, "one, I don't give a damn what you like and two, this isn't up for debate," I connected the phone to my helmet which I still had on. I waited for it to ring before David picked up.

"What?"

"Magneto, do you know about him?" I asked.

"What?! Why?! Peter, don't do something stupid! What's going on?"

"Earlier tonight Magneto attacked me and my friends. He's currently unconscious in Jean Grey's living room. Tell Fury to prepare a cell for him, no ferrous metals, you could use Titanium, but you need to treat it. Come quickly I don't know how long he'll be out."

"What?! What the hell are you-" I hanged up, annoying little shit.

"There's nothing to worry Peter, right now I have him in an artificial coma, he won't wake up any time soon," the bald man told me.

I narrowed my eyes at him, "don't call me that."

Charles looked surprised, "w-what?"

"I'm wearing this costume for a fucking reason you blad tool," I spat out, "why don't you just advertise my secret identity to the rest of the world why don't you?"

"I'm sorry Pet-Spider-man," he quickly corrected, "it will not happen again."

"I don't believe you," I shot back.

"I don't' make it a habit into reading the minds of others," Charles sighed looking at Felicia, "I am truley sorry Ms. Hardy, I had no choice." Felicia flinched in slight fear.

"Don't you dare look at her!" I growled, "a man who compromised his morals once can and will do so again. If you want to act like the Martin Luther King Jr of mutants you better start acting the role."

"Show some respect kid," Logan growled.

"You show up in my city and reveal my secrets, why the fuck are you people here?" I asked.

"Because of Ms. Grey," Charles smiled at Jean, "I discovered your powers quite recently, I wasn't aware though that Erik had done so as well."

"Discovered? How?" Jean asked, her curiosity getting the better of her.

"A machine that lets me discover mutants such as yourself," Charles explained, "it detected your presence the moment your powers awakened."

"Great, a giant mutant detection machine, I'm sure there's _no_ way that'll ever be misused," I rolled my eyes.

"Huh, kid's got a mouth on him," Logan chuckled.

Charles sighed, "yes, he does."

"Why did you come in search of me?" Jean asked, "are you trying to recruit me like Magneto?"

"Oh heavens no," Charles shook his head, "I'm trying to teach you. I have a school upstate where I help teach gifted mutants to control their abilities. There I teach you to live in harmony with humans and learn to control your powers. And I would very much like it if you joined us Jean."

"M-me?" Jean asked shocked.

Charles nodded, "yes, you. You see, like you," he went silent, closing his eyes.

Jean suddenly gasped, "h-how are you doing that?" Charles remained silent and slowly Jean closed her eyes too.

Logan growled, "I hate it when they do that."

"W-what's going on?" MJ asked.

"They are communicating telepathically," I replied with a sigh, "which is really fucking rude."

"You'll get used to it," Storm finally spoke. She looked at me and the girls and smiled, "hello, I am Ororo Munroe, this man here is Logan, we are teachers at school."

"S-so you're mutants too?" Liz asked slowly, her courage coming back.

"Yes, we are," Ororo nodded, "I can control the weather. Make it rain, snow, whatever I wish."

Logan growled, he held up one hand and clenched it bringing out his claws, "I'm nothing special."

I looked at him properly for the first time. This Logan was shorter, his frame wider. And judging from the costume he wore this world's X-men were from the X-men evolution tv show. But judging from my actions I've probably already changed the events of said show. Damn it.

"So furry, what's the deal with you and growling?" I asked. He raised an eyebrow and growled. "See what I mean?!"

Ororo chuckled while Logan gave a short smile. And then Liz exploded, "Peter! You're fucking Spider-man!"

I sighed and leaned back, "so you finally got it huh?"

Liz gapped, "b-but how?! When?! Why?!"

"Peter, how long have you….been...you know," MJ looked at me, examining my costume head to toe.

I sighed, "since the day the Hulk destroyed Harlem." MJ gasped and I nodded, "yeah, when I told you I went to help people I really went to stop those two things from destroying the city."

"Wait, you're that kid in the red and blue hoodie that stopped that grey abomination?" Logan asked.

I nodded, "yeah."

"Impressive," Ororo's eyes were wide in surprise.

"Not really," I shrugged, "I just closed its air passaged and made him suffocate."

"So you're Spider-man?!" Liz asked.

"Yes Liz, I am," I rolled my eyes, "I promise, I'll explain everything to you guys later. But right now, we need to focus on Jean."

"Oh my God," Liz whispered as she began thinking to herself, I could almost see the wheels spinning.

"And you knew?" MJ asked Felicia in what I figured a jealous tone.

Felicia gave a small smile and nodded, "of course, why wouldn't I?"

MJ's looked pissed, she turned to me and glared, "why did you tell her and not me?! I'm your oldest friend!"

I shrugged, "I trust her more."

MJ looked hurt, "y-you don't trust me?"

"I do MJ I really do, but this was something too big, plus you were dating Harry at the time, I didn't think you would keep my secret."

"Peter, I would never do something like that!" MJ cried out, "I'm your friend first Tiger, you can always talk to me!"

I sighed, "yeah, I'm sorry. We'll talk about this later MJ," I looked at Jean and Charles slowly wrapping up, "first we deal with this."

Jean opened her eyes and let out a sigh, "this is so strange."

Charles smiled, "yes, I find talking with our minds to be much quicker and more...liberating than using our mouths."

"Yeah," Jean nodded, "I get what you mean."

"So? Have you given it any thought Jean?" Charles asked.

"I...I accept," Jean spoke slowly.

"What?!" Liz cried out, "Jean you can't go with them! You heard Peter! He like read Felicia's mind! And ours!"

Jean nodded, "I know, but...I need to learn Liz, I need to know what my limits are and...I can't do that here."

I sighed, "you know the problem with your choice?" everyone turned to me and I glared at Charles, "you can't be sure who's making them. You, or the man who can control people's mind."

"I assure you Spider-man I would never manipulate a student like that," Charles defended himself.

"A student? What about everyone else? Do we not count?"

"I merely meant I wouldn't force anyone to join my school," Charles calmly explained. I'll admit, I was being unfair, but screw him, he mind raped my girlfriend.

"Jean, you can't go," MJ slowly said, "with all that's happening...we need you."

Jean lowered her head, "no MJ, you don't. Peter can protect you but me...I'm useless to everyone until I can figure out how my powers work."

"Don't talk like that Jean," Felicia butted in, "Pete didn't become who he was on day one. It took him time and training, lots of it. He grew into his powers, and so can you."

"Yeah, but come on, we'll all know Peter's special," Jean smiled at me, "I still can't believe you're Spider-man."

I smiled and shrugged, "you would have figured it out Birdie, you don't give yourself enough credit."

"Jean, do you really want to do this?" Liz asked slowly.

"I have too Liz, I want to protect you all, but I can't do that without...without help," she sighed, her pride wounded in that admittance.

I stood up and look down at at her. Jean meet my eyes and slowly got up as well. We stood facing each other, "if you go with them you're going to get into a lot of trouble."

"I can handle it."

I grinned, "I bet. But, when you're off, growing into a powerful mutant and all that I want you to remember what you learnt from us. That humans won't always be cruel, that sometimes they can be kind as well. Don't ever forget that Jean."

Jean slowly nodded, "I won't, I promise."

"This so isn't fair!" Liz cried out as she hugged Jean, "we literally just started hanging out and you're already leaving?!"

"I'm sorry Liz, I wish I had more time," Jean sighed as she held her friend, slowly crying out small tears.

Slowly the others got up and hugged Jean as well, whispering how much they would miss her. Soon SHIELD came and took Magneto away. Charles, Logan and Ororo left after that, Charles promising to come and talk to Jean's parents about the change first thing in the morning.

The next day was a Sunday, Charles had convinced Jean's parents to send her to his school, I had Jean make sure her parents weren't being mind controlled, just in case. So now she had to pack all her stuff, and the girls and I volunteered to help.

I walked up to her home in normal civilian clothing and whistled at the sight of her wrecked home. I didn't realise it last night but Magneto really did a number on it. Her roo was now exposed out into the air, I could see MJ, Liz and Felicia inside, helping Jean pack up.

"Hello girls," I walked up to them with a smile, "working hard I see."

"Hey Tiger," Felicia smiled as she gave me a quick peck on the check. She held up my hands and sighed at the cast around them, "what did the doctor say?"

"It will take a few weeks to recover," I smiled, "meaning I'll be okay this time tomorrow."

"So, is that like one of your powers?" Liz asked in a quiet whisper.

I nodded, "yeah, my body recovers fast. But ah, maybe we should hold off on that discussion until we get somewhere a little more..." I looked at the missing fourth wall, "private?"

"Yeah, maybe," MJ agreed.

With my help we had the packing done by lunch time, when Jean suggested we go out for lunch. She told her parents it was a last meal with friends sort of deal and they quickly agreed.

We went to an Italian place a few blocks over and found ourselves a quiet booth in the back, someplace I knew we wouldn't be overheard.

"How did you explain the missing wall to your parents?" MJ asked.

"Professor Xavier told them their foundation was broken," Jean shrugged, "they didn't really believe him, but they don't really know what else to think. I think my dad's going to hire someone to figure it out though."

MJ nodded, "cool, by the way what happened to the crazy magnet guy?"

"SHIELD has him in lock up," I told them, "as of last night he was taken into a black site and locked in with the keys thrown away. We won't be hearing from him any time soon."

"Okay, can we finally talk about this now?" Liz asked, her paitences finally running out, "you're Spider-man!"

"Quietly!" I hissed, looking around, thank God no one over heard that, "yes Liz, I'm Spider-man, happy?"

"How?!" she asked.

I sighed, "remember that field trip we took? The time I got bit by that spider?"

"Yeah," she drawed out her answer.

"It altered my genetic code, gave me spider powers. I became faster, stronger and could cling on walls. Hence, Spider-man. There, happy?"

"But how? It was just a spider right?" MJ asked in surprise.

"No, it was a genetically altered spider that was radiated," I didn't mention the fact my blood could also adapt in different ways, too much information and all that.

"What about the webs?" Jean asked.

"Artificial," I shrugged, "I designed them myself at home."

"You did that?" MJ asked before rolling her eyes, "of course you did, why do I even bother asking?"

And so I spent the rest of the afternoon and better part of the evening explaining what I did and why I did it. I didn't tell them everything, things like my research into my own blood or SHIELD training me.

"So wait, you found a way to reverse engineer the Iron Man suit?!" Liz asked in shock as we walked through a local park.

I chuckled, "not all of it, no, just the arc reactor and the repulsor beams. It's fascinating really, really top notch stuff."

"Wow," Jean said, "so like, do you know other heros?"

I shrugged, "not really. The ones I know are the Fantastic Four."

"Wait, do they know about your...other job?" MJ phrased the wording very carefully.

"Yeah, the first fight with Doom I got knocked out, they took care of me and they found out. But they were totally cool about it, Johnny especially, he was so excited he got a buddy to play superhero with."

"Oh my God this is so freaking weird!" Liz yelled out, Felicia chuckled and Liz narrowed her eyes on her, "and don't you dare laugh! How long have you known?!"

Felicia rolled her eyes, "since December."

"December," MJ repeated slowly, "almost half a year? And you...how did you keep it a secret for so long?"

Felicia smiled, wrapped her arms around mine, "he's my Tiger, how could I ever betray him?"

I smirked, "oh Kitten, just for that, you are so getting some tonight."

"Oh no, no no, you two aren't doing anything tonight!" Liz quickly announced, "tonight is Jean's last day in New York so we are spending the time together!"

I looked at Felicia who shrugged. I nodded, "alright, fair enough. Any idea?"

Liz grinned, "yeah….party time!"

 **That night:**

"This is not what I meant!" Liz cried out as we all sat in MJ's room. Anna was visiting MJ's parents for the weekend, so we had the place all to ourselves. So we did what people would normal do to have fun, play Monopoly, I was the race car, obviously, and right now MJ was winning.

"I don't like clubs," MJ replied.

"And I don't want to spend the entire night trying to scare bitches from stealing my man," Felicia shrugged.

"Same," I replied.

"Yeah well sorry, but I'm not used to large crowds just yet" Jean winced, "too loud."

"Thought's still giving you trouble?" I asked.

"Yeah, it's...difficult. I try to keep them out like you taught me, but sometimes a few come through."

I shrugged, "well relax, I'm sure Baldy will be more than happy to help you."

"You still don't care for him huh?" Jean asked.

I nodded, "obviously. He violated their personal privacy Jean, how would you like it if someone read your thoughts and took out a secret you have been holding on? Like, what if you were gay, didn't realise it, but then Baldy just announced it to everyone?"

"Well she's definitely not gay," Liz mumbled as she sipped from her bottle of beer. It was the only alcohol we got for the night, I figured a few bottles couldn't be that bad right?

"Peter's right though," MJ nodded, "be careful Jean, I don't trust him."

Jean nodded, "yeah, I will."

"Oh, and don't go all philosophical on us," Felicia snorted, "that's something we don't need."

"I'll drink to that," I raised my bottle, "to Jean Grey, mutant extraordinaire and awesome friend."

"To Jean!" the others raised a glass.

Jean blushed, "thanks you guys, you're the best."

We chuckled drinking the warm liquid. I'll admit, this isn't the first drink I ever had, but it is the first drink Peter's body ever consumed, and I didn't realise that. So when I chugged it down, expecting it to go do smoothly, I was mistaken.

I coughed. Felicia patted my back, "you okay Tiger?"

I nodded, "yeah, stronger than I thought."

"It's just beer," Felicia told with a raised eyebrow.

"Yeah," I trailed off awkwardly

"Wait a minute, Parker, is this the first time your drinking?" Liz asked in barely hidden joy.

I rolled my eyes, "no...I just haven't had it in a long time."

"Really? What's your favorite drink?"

"Vodka with vanilla and mint," I replied, yes, my taste in drinks were odd, sue me.

"Huh, I've never seen you drink that," Felicia said with a raised eyebrow.

"Yeah, I told you, I don't really drink that often, especially since I started, you know," I made the devil horn with my hand pretending to shoot webs, "swinging around the city in break neck speeds is much more enjoyable, trust me."

"How does it feel?" MJ asked curiously.

"Like the world's problems don't matter," I smiled, "the first jump is scary, true, but the swing down, that's stomach turning. But when I swing upwards and let go, flying through the air for a split second….that's when it feels like I'm not even human anymore."

The girls were in silent awe, before Felicia spoke up, "well Tiger, that's because you really aren't."

I grinned, "well, you do always keep calling me 'God! God!' whenever we're alone, so I'm inclined to agree."

Felicia blushed red as the others laughed hard. We talked into the night, MJ talked about this new play she was trying for, Liz talked about how Flash would so freak out if he learnt Peter was actually his favorite hero and Jean just took it all in.

Soon though I realised the bottles of alcohol had been slowly piling up in one corner, my metabolism however wasn't letting me get drunk, I had finished ten bottles single handedly. And the girls noticed.

"How come you're drunk passed out drunk?" Liz asked, her words a little slurred.

"My body process the alcohol better," I shrugged, "I'm a little tipsy, but nothing much."

"Well that's not fair at all!" MJ cried out with a giggle, "y-you need to drink some more Mr. Spider! We're all getting drunk tonight!"

"She's right Tiger," Felicia huffed, her cheeks now red, "you need to get drunk too!"

"I don't think I can Kitten," I chuckled finishing off bottle number 11, "it's very difficult."

"I know!" Liz suddenly called out. She took her bag and searched inside, pulling out a metal flask the size of my hand, "whiskey! The strongest shit my dad has!"

"I don't know-"

"Oh come on Peter! Where's your sense of adventure!" Jean cried out, "I'm leaving tomorrow dammit, I demand the chance to watch you make a fool of yourself!"

"Come on Tiger," Felicia kissed my cheek, "live a little."

I looked at them and sighed, "fine, fine, I'll do it. Shesh, you girls are impossible."

"Says the guy who can crawl up the side of a building," MJ huffed.

I took the flask and sniffed it, the scent of liquor rolling off of it. I shrugged and took a sip, the smooth burning sensation rushing down my throat.

I sighed, "not bad."

"Great, now, who's turn was it again?" Liz asked picking up the dice.

"Mine," Felicia said rolling the dice and getting a three, "Trafalgar Square, I'm buying it."

"What? No! I need it! I already have the other two!" MJ cried out.

"Sorry Red, that's life," Felicia shrugged.

"Come on Felicia! Please! You don't even like it! Plus it's red! Shouldn't the red head have red?!"

"Why, then what about me?!" Jean cried out.

"Ah….you already have the pink set right?"

"Yeah? And?"

"Well then you can't have both!" MJ cried out.

The game carried on, and I began to drink more and more. I was losing, badly. MJ was a shrewd business woman, cutting shady deals with people behind our backs, feigning a lack of interest to make us desperate. Only Jean was immune, and I think that's because she could read MJ's mind.

Eventually I ran out of money, but instead of kicking me off the board like they were supposed to do, they instead just had me drink from the flask instead of paying rent. It was humiliating real, back in my real body I was the king of this game, but now I was getting schooled. Fucking teenage girls, I just know they're cheating somehow!

And eventually the game drew to a close when Liz cried out, "that's it! I quit! MJ's totally cheating!"

"Am not!" MJ laughed.

"Are too!" Felicia cried out, she's really competitive when she got drunk, and right now she was really drunk. "You keep making these shitty backdoor deals! You told me you wouldn't charge me rent four five turns if I gave you Mayfair, but offered Liz the same deal!"

"Yeah! And you then tried to make me give you my cards in exchange for the Utilities!" Jean yelled.

"Plus I saw you stealing money from the bank when no one was looking," I add with a smirk.

"What?!" the girls yelled as they all turned to Jean with a glare.

The red head gave a nervous laughter, "I-ah….I still win bitches!"

"I hate this game!" Liz threw her cash down in anger, "I'm going to bed!"

"Here, I'll show you to aunt Anna's room, just don't puke in it okay? Or you're going to help me clean it up," MJ got up and walked Liz out.

I sighed and leaned back, the flask was finally empty, I was finally starting to feel drunk, well, maybe a little buzzed, but not full on drunk.

I turned to Felicia, "so you staying here tonight?"

Felicia leaned into my shoulder, "yeah, I'll sleep on the couch down stairs. Jean, MJ said there's a guest room you can use."

Jean nodded, "yeah, I know."

"You don't have to sleep on the couch you know," I told her kissing her forehead pulling her close, "I do live right across the street."

"I really doubt aunt May and uncle Ben would like seeing your girlfriend in bed with you," Felicia teased.

"Oh, don't worry about it, if they find out the worst they could do is yell a little before May starts planning out the wedding."

"What?!" Felicia's eyes went wide.

"Kidding," I chuckled, "fine, you sleep in the basement, nice soft bed."

"Hm, and would you happen to be working late tonight?"

I smirked, "if you really want me too, then yes."

"That's so not fair," Jean called out suddenly.

I blinked I actually forgot she was there, damn I hate being drunk. "What's that Birdie?" I asked.

"I said it's not freaking fair," she huffed, "tonight's supposed to be about me, now you two are going to fuck and I'm just going to alone."

"Well, you still have MJ," I told her gently, not wanting to put her down.

"If you want you can join us," Felicia offered with a chuckled. I rolled my eyes, of course she just said that.

"Okay," Jean repy was nearly immediate.

"W-What?" I stammered out.

"I said okay," Jean looked at us, both of us. She got up and walked over, Felicia and I staring at her in surprise as she put her legs on either side of me and slowly sat down on my lap, straddling it, putting her arms around my neck.

"Jean what are you doing?" I asked leaning away. I looked at Felica, she looked just as surprised.

"You wanted me to join didn't you?"she leaned forward, her hands pressed against my chest as she leaned forward, "I said yes."

"Jean this isn't-"

She shut me down, grabbing my head and slamming her lips against mine. My eyes went wide in surprise as she leaned her entire body in. Her groin resting over my slowly hardening dick, her arms wrapped around my neck as she moaned into the kiss.

She finally stopped, I was stunned. Her lip were covered with my salvial, she stuck her tongue out and licked it up, slowly, seductively.

"What the hell do you think you're doing Jean!" Felicia cried out, finally breaking out of her state of shock, "get off him-"

Jean leaned to the side and grabbed Felicia by the head and kissed her as well. Felicia's eyes went wide in surprise as I dropped my jaw in shock. Jean moaned into the kiss, she slowly pulled back, biting Felicia's bottom lip as she did.

"I want you both," Jean whispered in a husky lust filled voice. I don't know why I didn't notice it before, but the hot maple syrup scent rolled off her in droves, "and I know you want me," she gyrated her hips on my crotch and I felt myself come alive, "both of you," she looked to Felicia, "I know you don't just like boys Felicia."

"Y-you read my mind?" Felicia asked.

"No, I didn't have to," Jean smiled, "you and Peter keep staring at the same girls."

I blinked, "damn, that was fast. You're pretty observant."

"You knew?!" Felicia asked in horror.

I smiled and held her hand gently, "of course I did Kitten. What, you think I wouldn't notice the woman I love checking out other girls? Come on, I'm not that stupid. I know you Cat."

Felicia's eyes widened, I don't know if it was the alcohol or what, but she looked like she was about to faint from a rush of emotions. I smell maple syrup coming off her, but it was lighter, not lust, love. She felt love for me, and it made her leap at me, pushing Jean off as she pushed me to the ground, her hands cupping my neck while mine automatically went to her ass.

She moaned into my mouth as she slowly pulled back, "Peter, I love you."

"I love you too," I replied as I felt my heart beat faster.

Jean then slowly cupped Felicia's face and brought it up, kissing it. I saw Felicia slowly deepen the kiss as Jean's hand slowly cupped her breasts. I didn't like feeling left out, I slapped my hand across Felicia's behind making her squeak in surprise.

She broke the kiss and looked down, I growled, "don't you dare ignore me."

"Never," Jean replied, as she bent down and closed my lips with hers. This time I kissed her back, grabbing her neck as I pushed in harder, dominating her tongue under mine. As I did this my other hand went up Felicia's shirt, cupping her breasts as I pinched her nipples.

"N-not here," Felicia managed to moan out, "MJ will see."

Jean finally broke the kiss, "the guest room. She won't bother us there. She'll think we all just went to bed."

I nodded and got up. We walked across the hallway and entered the guest room first. Jean went to see MJ, I could hear her telling her fellow red head we had already left.

I turned to Felicia and I could feel lust and love come at me in equal measures. The bed was large, queen sized. I pushed her on it and went on top, kissing her neck slowly, my hands running across her sides.

Suddenly I stopped and moved back. Felicia opened her eyes, her state of bliss broken as she looked at me, "what's wrong Peter."

I was afraid, I was afraid if we do this she might leave me for Jean. It was stupid, I know, she wouldn't do that, but I didn't want her to leave, I don't think I could handle it if she did.

"Don't ever leave me," I begged.

Felicia got up and kissed me, "never," she whispered.

Jean stepped in and closed the door, I heard her close the door shut. We looked to her, she looked at us. I felt excitement take over, pure unfiltered lust.

No words were spoken as she came to us. Felicia and I got up and surrounded her, my silver haired beauty leaned forward and grabbed her neck, pushing Jean's head up with a thumb as she began to suck on her neck, biting the skin with playful bites.

"Oh God," Jean hissed as I walked up behind her and put my hand on her hips. My hands moving up before slowly moving to her front, my fingers unbuttoning her jeans with a single flick.

Felicia kissed her, the sound of their lips rubbing against each other fueled my hunger. I bent down and bite her neck, causing her to flinch before shuddering as moved slowly down to her collar bone.

My hands came up and grabbed her tits, they were firm to the touch. I squeezed them making Jean moan louder into Felicia's mouth.

Felicia broke the kissed and smiled, "stop teasing her Tiger. She's barely holding it together."

"Patience," I whispered as I bit into her neck, causing her to gasp. Felicia's hands cupped her breasts before she grabbed Jean's blouse and threw it over her head and onto the bed.

Felicia's hands cupped Jean's ass, while mine went to her pants, pulling them down in one swift motion. Jean kicked her pants aside, she gasped, "oh fuck," Felicia had bitten her nipple.

"Let's get rid of this," Felicia growled as she unlatched Jean's bra and threw it aside. She took a step back and grinned, "perfect."

The night went on, Felicia's moans were the loudest, Jean's the softest. The room quickly filled with the sounds of sexy and the aroma of lust. Their inhibitions lowered from the alcohol, their desires fully taking over.

The three spent each moment exploring the other's body. They were so distracted, they didn't notice their door open and a red haired teen look inside with startled green eyes.

She gasped as she watched Peter make love to another red head while his girlfriend watched. Her thighs began to rub against each other to create friction, to tease her own core. She watched as Felicia rode her boyfriend while Jean lowered herself on his face.

She watched, and slowly, her fingers slipped into her pants as she began to enjoy. She played with herself, watching them as they had each other like the monsters of lust they were. She watched as Jean kissed Peter on the lips while Felicia's own were wrapped around his member. She watched, and for a moment, she wished she could join.

An hour passed for her, Felicia was the first to collapse, exhausted. By now it was just Jean and Peter, and their perverted watcher. MJ lost count of how many times she pleased herself, and she didn't care.

She watched Peter plow into Jean, the red head's hair flying over her head from the force of his thrusts. She listened to Jean's screams of joy as Peter kissed her lower lips, enjoying her taste. She listened to Peter's grunts and he carried Jean in his arm, her legs wrapped around his body as he trhisted into her.

She wanted, and she came. Over and over again. The scent got to her, her fingers slipped out as she went to her knees, exhausted.

And finally, Jean too was famished. She laid on the bed, panting with a smile on her face as her lover leaned next to her. He was still hard, she kissed him, using her hands to please him one last time before they pulled the covers over them.

MJ closed the door and slowly made her way back to her room. It was four in the morning now, but she couldn't sleep. She touched between her legs once more and found it still damp. She only had one regret, she should have joined in.

I don't remember what happened next, I just don't. I vaguely recall clothes flying off and bodies heaving. The next thing I know for sure was me waking up in an unfamiliar bed with Jean's head on my left while Felicia was snuggled close to my right pec.

My spun, hangover, definite hangover. The curtains were drawn, thank God. I looked down, Felicia was smiling, her neck covered with hickeys, and I'm sure most of them weren't from me.

"Morning," Jean moaned as she put her arm around me and Felicia, pulling closer before she opened her eyes revealing those amazing green emerald eyes, "do you….do you remember last night?"

"Some parts," I noticed Felicia's bra hanging over the bedpost, "I think."

"Same," she moaned as she looked around, "it's six in the morning."

"What time did Xavier say he would pick you up?" I asked.

"Eight," she grumbled as she tucked in closer, "we have time."

I nodded, "yeah. He can wait," I pulled her closer and planted a kiss on her forehead.

"You don't have to worry Pete," Jean suddenly spoke.

"About what?" I asked.

She looked up, "about Felicia ever leaving you. Last night I...I couldn't maintain control over my powers. I kept trying to scan your brains and….do you know the one thing she kept thinking?"

"What?" I asked.

' _She was thinking about how much she loved you_ ,' Jean said in my head, ' _and how much she had to go through before finding you. You're her anchor Peter, so don't worry, she'll never leave you...especially for someone like me._ '

I felt my heart skip a beat, "that's not what I….I just wasn't sure Jean."

"I know," she leaned up and kissed my cheek, "and I understand. Relax Spider, she's all yours."

Eventually we did get dressed. The sight of a naked Jean Grey will always be seared into my mind. She looked so amazing, she may not have any curves yet, but that didn't stop my from getting hot and bothered.

We got ready, I tried to wake up Felicia, but she didn't even budge. I then went into MJ's room to wake her up and walked into her changing.

"EP!" she cried out as she covered her bare top with a shirt.

"Sorry!" I cursed as I closed the door, "I just wanted to tell you we're about to leave. Xavier's going to pick up Jean soon."

"R-right, I'll be there," MJ replied back. I blinked, a naked Jean Grey and a topless MJ? Damn, my day is just getting better and better.

I went to my home and took a bath, quietly as to not awaken Ben and May. When I came back to MJ's house Jean and Liz were in the kitchen, both having a strong cup of black coffee.

"Morning Peter," Jean smiled, "did you sleep well last night?" ' _Liz thinks you went home_ ,' she told me telepathically.

I smiled, "yup. You guys?"

"Please, not so loud," Liz groaned as she held her head in pain, "so noisy, so loud. My hurt head."

I chuckled at her jumbled words, "that's why you shouldn't drink so much."

"Morning Peter, morning Jean," MJ said as she came downstairs, now showered and in a new set of clothes. She looked at the kitchen and sighed, "you guys want something to eat? I can make waffles."

"I'll help," I offered as I took out the waffle iron and turned it on.

"Could you make some blueberry waffles?" Jean asked, "I like those."

"Do you have some MJ?" I asked the redhead.

"What?" MJ asked, distracted from the curious glance Jean gave her, "oh, yeah, the fridge."

I nodded as I moved, picking them out from the bottom shelf. "I always wondered how you got such a cute butt Parker, guess now I know," Liz snorted.

"Keep starting Allen, because that's all you're going to get," Felicia said as she came down. She looked like she had taken a shower, though she wore the same clothes as yesterday.

"Morning," I told her giving her a kiss, "sleep well?"

"Oh, you bet," she purred as she sat down.

"Oh my God!" Jean gasped suddenly.

"What?" I asked.

"Nothing! It's nothing!" MJ cried out as she grabbed Jean and dragged her upstairs, "I need to give her something! I'll be back in a moment!"

I blinked, "what's wrong with her?" I asked Felicia.

"I think she's finally gone mad," Liz said as she groaned, "are you going to make those waffles or not Parker?! I need food man! Food to soak up the booze!"

"You should have done that before you get the hangover," Felicia chuckled.

I smiled as I began to make them food, the warm aroma making Liz finally lift her head up and smile. Her hair was a mess and her makeup was gone, but she looked alert enough.

I made a stack of waffles three feet tall when Jean and MJ finally came down, Jean looking happy while MJ looked embarrassed.

"What happened?" Felicia asked.

"Nothing!" MJ cried out, "it was nothing!"

Jean smirked, "just getting MJ to promise me something very important."

I raised an eyebrow, "right...anyway, eat up ladies!"

"Is that all for us?" Liz blinked, "Peter, I don't think we can eat all that."

"Please," Felicia snorted into her coffee, "you have no idea how much this guy eats. It's like a black hole where his stomach is."

I smirked as we sat down in the dining table, munching on our food. We were all silent as we ate, though Jean did keep sending me and Felicia winks. Felicia didn't really respond too well, as she tended to blush and look away, I think she still can't believe what happened last night.

After breakfast we got ready and left. We arrived in Jean's house and went in to meet her parents. They were...aloof to say the least. Having their only daughter be a mutant was a life changing event for them, they didn't know what to say or do.

We had helped Jean pack the day before, we took her bags and walked out onto the curb, just as a limo pulled out.

Logan walked out from the driver's seat while Ororo helped the professor out. Xavier smiled at us, "are you ready to leave?"

Jean nodded, "yeah, just...give me a moment professor."

"Of course," he smiled as he went back inside. Logan and I helped put the bags in the trunk while Jean hugged everyone goodbye.

"Stay safe okay?" Liz said as she huggd Jean tightly, "and remember, no sprouting complicated philosophy at us. If you can't explain it to a five year old it's too boring to remember."

Jean chuckled, "right, I promise." She then went to MJ and hugged her, "don't forget. Do it, I'm sure they'll agree."

"I'll try," MJ smiled, "be safe Jean."

"I will," she then hugged Felicia and said nothing, though I would guess that they were having a telepathic conversation.

And then finally, she hugged me and spoke in my head, 'don't worry bout a thing. I'll be fine Peter. Oh, and MJ has this little crush on you FYI.'

I chuckled, 'I know. But I'm sure it'll fade away in time.'

Jean rolled her eyes, "for the smartest teenager on the planet you sure are dumb Peter."

"Hey!"

Jean smiled as she moved back, "I promise I'll never forget you, any of you."

Felicia and I looked at each other, a sly smile on our lips. MJ looked conflicted while Liz looked heartbroken. We stood there and waved at the limo as it drove away. The moment it took a turn we knew we had to leave as well.

Felicia and Liz took a cab home while MJ and I just walked. It wasn't that far, and I didn't feel like going home just yet.

"So what did you and Jean talk about?" I asked MJ.

"She...she wanted me to try and do something stupid," she shrugged, "it's not important."

I blinked, "right….I'm going to miss her."

"Yeah, me too."

"I really hope she doesn't become an evil cosmic entity that kills people for fun."

"What?"

"Inside joke," I smirked as we continued walking back home, MJ sending me the occasional side glance.

* * *

 **There we go, enjoy.**

 **I hope this time the lemon scene was better, I know it's not my specialty, but hey, that's where the story goes.**

 **Also I understand most of you wanted Jean to stay, but she needs Charles' guidance. Maybe after she gets a hold of things she might return, but until then the X men Evolution time line is fixed.**

 **Also yes, while it may not be a full on harem, there will be some love interests. And as you can see, Felicia's down for that too.**


	19. Avengers I

The month of May went by without issue. The girls and I missed Jean, a lot, but she texted when she could and according to her she was happy enough. She mentioned a guy named Scott was already there in the school and they quickly became friends. I of course knew they would eventually be much more than that, but I kept that to myself.

Felicia and I did talk about that night with Jean. We agreed there was a lot of alcohol involved and we shouldn't ever do it again. I admit I was a little disappointed to hear that last bit, but I understood, if she even suggested a threesome with some other guy I would be pissed, so I won't act like a hypocrite.

We did also talk about her bi-sexuality, for some reason she thought I would freak out, but I didn't. I think we grew much closer because I so readily accepted her, and that was good, because I really didn't want her to leave me for some bitch, like….huh….there really isn't many female gay villains in Marvel are there?

Anyway, I continued my life as usual. I first had to repair my broken web gauntlets, fucking Magneto and his fucking broken powers. This time though I made sure to make them out of titanium and a few other metals that I knew wouldn't be magnetic. If he even thinks of escaping whatever hole Fury threw him in he wouldn't live to regret it.

I had to also rebuild my EMP gun, couldn't live without that, so many villains used technology these days, it would be really useful in the long run.

I then moved on to maintaining my tech, I needed to check up on all the systems and make sure they were running perfectly. But as I did so I found my spider arms and bronze knuckle busters stained with the blood of Magneto.

Fresh, mutant blood...and I got an idea. I opened a new folder that I hide in a subsystem named 'Mutant-Spider', cool name I know. And inside the file and put forth a new theory, 'is it possible to give myself new powers?'

From my exposure to Jessica Drew's blood I have found I gained few of her abilities that is encoded on a genetic level. So is it possible to do that again? With someone else's blood?

The concept was simple, irradiate the blood of a meta and inject myself with it. According to Sue my blood with react with any foreign invaders and adapt whatever it finds useful into my genetic structure. Meaning I could theoretically gain any mutant's power.

I scraped Magneto's blood off my tech and put it in a vial marked, 'M'. I then spent the rest of the month learning more about what those geneticists did in order to inject kids with Jessica's blood. How did the radiate and turn the blood gaseous? I needed to find it out.

Luckily for me Sue had the files on hand in her laptop. But unfortunately I couldn't access them without telling her why I was looking into this again. It was a dead end, for now.

So other than that life was going pretty well for me. School had _finally_ gotten over with. Needless to say I aced all my exams without an issue. And thanks to my endless tutoring, so did Felicia and MJ.

So now I had so much of free time on my hands, I told Ben and May was going to be working much longer hours now, and I did. I spent a lot of time in the Baxter building with the FF, working with them to create new toys to play with.

But when I wasn't helping around in the lab I was out patrolling the streets. Spider-man was now a full time job for me, I was basically everywhere. My Twitter was constantly blowing up with people tweeting my location at all times of the day.

Hell there were even websites that did nothing but track me and my movements, so because of that I had to be extra careful when going to place where Peter Parker might be seen, like the Baxter building or in Queens.

I also began to work a couple of more criminal cases, breaking up drug deals and on occasion entire gangs. It was long hard work, but I knew it would be worth it.

But there was another thing that also increased taking up a portion of my free time. Usually I wouldn't mind, but the person I was spending all that time with was such a douche. I was of course talking about…. _David_.

Fucking asshole.

He kept training me into the ground. Sometimes he didn't even know why, just that it was in the manual. But I kept quite, for all my complaining he did do his job well, I learnt quite a lot from him, especially when it came to knowing what rules to follow.

And right now I was in the training mat doing my best not to lose my temper that this moron.

"What's the matter Parker?! Can't cut it out in the big leagues?!" David swung a kick at my head that I lazily dodged.

"Oh yeah, you're the big leagues David," I rolled my eyes.

"You know if you spent as much time on training as you do yapping away then you might just make a half decent super-hero!"

"And if you took your head out of your ass you might just make a decent man," I smiled as I threw punch that connected with his shoulder, sending him back a few steps.

"Not bad, kid," he spat out.

"Thanks, douche."

"That mouth on you, do you kiss your girlfriend with that mouth?"

"Yeah, and your mother."

"Why you little-" he charged forward, I simply grabbed one arm and threw him over my head into the mat.

I put a foot down on his torso and smiled, "I win."

"You won the moment agent David made this a fight of words rather than fists," a familiar voice called out. Standing on the frame of the door was a very tired looking Nick Fury. He looked at me and nodded, "I find this one has a mouth on him that rivals Wilson."

"You can tell me that again," David groaned as I stepped back and helped him up. David saluted Fury, "sir."

Fury saluted back, "at ease," he turned to me and noticed my casual stance, "don't you know you're supposed to salute a senior?"

"Oh come on Fury, you ain't that old, maybe 40, or 50, but definitely not a senior," I smirked.

"You are so annoying," David growled.

"Thanks."

Fury smirked for a moment before it fell from his face. He turned to David, "I need the room for a moment."

"Yes sir," the man nodded and quickly walked out leaving me and Fury alone.

Fury brought out a file and handed it me, "do you remember why I brought you on in the first place?"

I nodded, "the Avenger's initiative. I'm assuming I'm being called in?" I opened the folder and found detailed information about all my future teammates. Iron Man, Captain America and Hulk. There were a few missing, but I suppose SHIELD never did actually account for Thor or even their own agents joining did they?

I whistled, "damn, these are some heavy hitter. You sure Stark's ego can handle working in a team?"

"Are you really one to question anyone's team skills?"

"True, but still. If push comes to shove Cap and I will get along great, Stark on the other hand...he's a wild card."

"Agreed, but time is running out."

"What about the FF?" I asked curiously, "I know Reed and Sue aren't a fan, but Johnny should be up for this."

"We...assessed him, his sister was insistent he wasn't going to be used as a SHIELD asset," Fury looked nervous, guess he finally figured out just how dangerous Sue Storm was.

"And Ben?"

Nick sighed, "he flat out refused. He said he already had a team, didn't want to be used by the government," he motioned for me to turn to the last few pages and I did. It showed the Tesseract and Fury continued, "it's called the Tesseract, a source of unlimited power SHIELD was hoping would end our energy crisis once and for all. And last night it was stolen."

And so it begins.

 **Two hours later:**

After Fury briefed me I quickly got ready. I told Ben and May I was going to be in the lab for a few days, an experiment Reed was conducting really took a lot out of me. And to the FF I just told them the truth, SHIELD had another mission for Spider-man.

David was the one who had picked me up on a private SHIELD jet, which he landed on a skyscraper in Queens. I got in and sat in the back as the plane took off flying into international waters.

I sat there fully armoured up, I couldn't make any major changes to the costume, so I just stuck with the basics. I looked at my helmet and a question popped into my head.

"David, does everyone know my secret identity?" I asked.

"What?" the agent asked.

"Does everyone in SHIELD know who I really am?"

"No, only a few select members are privy to that information. Agent Romanoff, Director Fury and me."

"What about the other Avengers?"

"No, your identity has not been revealed in any of their briefing, as far as they know, you're just an extremely valuable asset."

"Good," I put on my helmet and snapped it in place, I then activated the voice modifier in the helmet distorting my voice several octaves deeper, "because I'm really not looking forward to hearing them make an issue out of my age."

"Voice modulator?" he asked.

"Don't want people taking guesses now do we?"

"Yeah, that's the idea," he replied.

I got up and walked to the cockpit, I looked outside and saw the helicarrier approaching off in the distance I whistled, "damn, that's big. David….do you think I'm ready?"

"No," I rolled my eyes, "but I don't think anyone's ready for this."

I nodded, "then let's hope we end up getting Fury giant battery back."

We landed on the carrier and I quickly stepped out. I looked around, it was exactly like the movies showed it, people working hard like any other military base. I looked around and spotted one man looking out of place, grey suit, purple undershirt.

"Hello Dr. Banner," I called out as I waked out to meet him.

He looked up and blinked, "ah, do I know?"

"Spider-man, big fan," I held out my hand.

Bruce looked at it before slowly shaking it, "really? A fan?"

I nodded, "I followed your research into creating the super soldier formula using gamma waves. It really caught my eye."

"And why is that?"

"My powers are derived the same way as yours, radioactive spider bite, gave my increased agility and strength proportional to a spider. Also allows me to climb on walls. Plus...you know, we have meet before."

"We have? I'm sorry but I don't think so."

"Well, not you, the other you, the big one. In Harlem."

"Oh, I-I'm sorry-"

"-What for? You were just trying to stop the other guy, Abomination. Heck, it's because of you I decided to become a super-hero in the first place."

"You did?" Bruce looked surprised.

"Yeah, I figured if I didn't help you stop that thing, more people would get hurt. And well, things just kind of went uphill from there."

"Is this the Spider-man?" a heard a man ask.

"Yes, he is," a familiar voice replied.

I turned around and saw Nat and Cap walking up to Bruce and me. I grinned, "Nat!" I cried out and jumped, wrapping her up in a big hug, "I missed you!"

"Spider, I see you're still….active," she suppressed a groan but I could see her smile peeking around the corner.

"Hey yeah I am! And what were you thinking leaving me alone with Agent Douche?! He's so boring!"

"I'm sorry?" Cap asked looking very confused.

"I used to be his handler," Widow explained, "I had to leave though, I gave him suitable replace."

"No you didn't! You gave me a hack! I boring all stick in the mud!" I turned to Cap, "oh heya Captain, nice to see you!"

"You too Spider-man," he said stiffly giving me a firm handshake. Damn, even his arms are covered in muscles. Steve then noticed Bruce, "Dr. Banner."

They shaked hands, "they told me you would be coming here. Didn't believe them."

Steve smiled, "they told me you can find the cube."

"Is that only word on me?"

"Only one I care about."

"Oh look at you two, getting along like fire and wood," I sniffed, "this is the start of a beautiful friendship!"

"Gentlemen, you might want to step inside, it's going to get a little hard to breath," Nat told us.

We looked around and saw the carrier start to rumble, people coming out with air masks on and pinning the plants to the tarmac.

"Is this a submarine?" Cap asked.

"Really? They want me in a pressurized metal container?" Bruce smirked.

"Wrong direction guys," I grinned as the two men walked towards the egd ad witnessed the helicarrier engines come alive as slowly the turbines started to churn the ocean, lifting it upwards, sending gales of wind at them.

"Oh no this is much worse," Bruce commented.

We walked inside, Nat guiding the way. I looked around so many people walked by, it was hard to imagine each was a trained killing machine. We slowly entered the main chamber and saw the people working tirelessly at terminals with Fury standing on the deck behind the command terminal.

"We're ready sir," a woman called out from down in the terminals trenches.

"Good, let's vanish," Fury nodded. I saw a computer showing the ship's system, slowly it began to reflect the sky above it, camouflaging the whole ship.

Steve walked up to Fury and took out ten dollars handing it to him. Fury grinned, he walked to Bruce, "Dr. Banner, thank you for coming."

"Thank you for asking nicely," Bruce replied, "so ah, how long am I staying?"

"Once we get the Tesseract back, you're in the clear."

"And where are you with that?"

Fury pointed at an agent, I immediately recognized him as Phil Colson. "We're seeping every wirelessly accessible camera on the planet. If it's connected to a satellite, it's eyes and ears for us."

"We still won't find them in time," Nat spoke looking at a screen with Clint's face on it.

"You need to narrow your field, how many spectrometers do you have?" Bruce asked as he and Fury quickly began to seep into the details of what needed to be done.

I must have watched the Avenger movie a hundred times now, I knew every dialog and every plot line in it. And I also knew how I could change it. This was too big of an event though, I couldn't afford to change too much, the world needs the Avengers, meaning the Chitauri have to invade and we have to stop it. Sigh, I fucking hate not doing anything.

Nat walked out with Bruce to show him his lab leaving me and Steve with Fury. Fury turned to me, "you ready for this?"

I nodded, "yup. Anything you can tell me about Loki?"

"Wasn't it in the file?" Fury asked.

"It was, yes, but I want to know what you think. You meet him, briefly. What type of man was he?"

Fury thought for a moment before replying, "arrogant as hell."

I chuckled, "aren't they always?"

SHIELD managed to eventually track him down to somewhere in Germany, I knew what was coming. Capt, Nat and I got into a sonic jet and took at full speed, we would be there in ten minutes.

I looked at captain, he wore that stupid looking plain blue suit, the only thing in the Avengers movie I hated.

"Hey Captain, I don't want to be a buzz kill but….are you seriously going to wear that?"

Steve blinked and looked down, "yes, I told Colson it was a bit old fashioned but...he insisted."

"Seriously Nat? You let them get away with making him look like an American flag?" I scoffed.

"I think he looks good," Nat gave a small smirk.

"You really don't like it?" Steve asked surprised.

I shrugged, "it's just...a little plain to me? Like if we added in some details, may ever make it more streamlined...have you thought about using electromagnets to use your shield? Would be really easy to bring your shield back when you throw it."

Steve blinked, I sighed, "sorry, I forgot you weren't that tech savy. P.S. when you get the time, you should totally watch this movie call Star Wars, it will blow your freaking mind man."

Steve looked both amused and lost, while Nat just smiled. We reached German air space quickly and drew up on the museum Loki was last seen entering. We looked down and saw him standing like a ruler over a crowd of people.

"Let's go!" Captain America yelled out as he opened the shits hangar door and jumped out.

"Bring up the rear Natasha!" I yelled as I jumped out, following the Captain.

Steve landed in front of Loki's energy blast, reflecting the blast back into Loki. I landed on a lamp post and watched as Steve stood up protectively, Loki slowly getting back on his feet. I took out my phone and began recording this, this shit was going to be fucking history!

"You know, the last time I was in Germany and saw a man standing above everybody else, we ended up disagreeing," Steve smiled.

"The soldier, the man out of time," Loki chuckled.

"I'm not the man out of time," Steve motioned over his shoulder.

Nat brought the plane back around and leveled it's machine guns at Loki, "Loki, drop the weapon and stand down."

Loki rolled his eyes and trusted the spear forward, sending a blast of energy that Natash quickly dodged. Cap then charged forward, throwing his shield at Loki. I stuck my phone to the lamp post and kept recording, time to earn my living!

Loki struck Cap, who blocked the strike easily. Just then the Asgardian swiped his spear upwards sending Steve flying back.

"Yo ho!" I cried out. Loki turned to me and his eyes went wide as I went feet first into his gut, bouncing off his body and land away.

Loki tried to get back on his feet but a few quickly shots of my strongest webbing kept him pinned down to the floor.

He growled, "what are you?!"

I shrugged, "haven't you heard? I'm Spider-man," and just then my spidey senses went off like an alarm. I ducked to the side just as Loki's spear somehow was thrust right where I was standing.

I turned around to find Loki behind me, looking surprised. I leaped into combat, dodging his spear, landing a punch across his face.

Loki was pushed back, slowly rubbing his bruised face, "I'll admit, you are one of the most agile warriors I have ever faced."

Steve walked up next to me, "here that Spider? I think he likes you."

"Awe shucks, sorry horns, but I'm more into women," I shoot out two web grenade cartridges at him.

"Enough of this!" Loki cried out blasting my webbing into bust. He sent a blast at me and Cap, we leaped to the side, easily avoiding it. Steve got up and charged forward, knocking Loki's staff back with his shield before kicking Loki in the gut.

The asgardian growled and charged forward, thrusting with his spear, only for Cap to block it. I jumped over Cap and leveled my palms at Loki's face, the repulsors glowing with energy.

"Bite me bitch!" I cried out sending out twin bursts of energy that sent Loki flying back, his staff falling out of his hand.

Steve and I walked up to him and watched as he slowly got back on his feet, his helmet broken apart, his clothes torn. He growled at me, "Spider-man."

"That's my name, don't wear it out," I leveled my repulsors at him again. And suddenly my spider sense went off again.

"Look out Cap!" I yelled tackling him to the ground just as two daggers flew out of Loki's hand to where our heads were a moment ago.

"Tch!" Loki cursed as he quickly grabbed his staff and pointed it at us.

"Get back," Cap cried out putting his shield before us bother just as Loki fired off a beam of energy.

We got sent flying back. Loki looked like he was going to get away, Cap and I got on our feet and were about to chase him when suddenly AC/DC's 'Shoot to Thrill' began playing. I smiled, about damn time.

Iron Man came flying out of the sky, he sent out two repulsor blasts that sent Loki on his ass before he landed before him and every single weapon he had activated and took aim at Loki, "your move reindeer games."

Loki looked at him and then to us. I sighed, slowly putting his hands up, dropping his staff. His golden armour and cloak disappeared.

"Mr. Stark," Captain nodded.

Iron Man looked over his shoulder and nodded, "captain."

I quickly applied concert webbing on his hands and grabbed the staff, "damn, this thing is epic! It's like a magic wand. You're a wizard Loki!"

Iron Man and Cap looked at each other. "This is the guy who took down Magneto?" Tony asked sarcastically.

Captain America shrugged, "that's what his file said."

"Okay, first of all, I'm right here, and second off all, you both are mean," I huffed.

We put Loki on board the jet and quickly took off back to HQ. Nat told Fury we were coming in, the director was seemingly impressed we took him down easily, but also very, very cautious.

While inside the jet Tony took off his helmet and turned to me. He turned to me and then narrowed his eyes, seemingly scanning me all the way from my helmet to my arc reactor. And then his eyes went wide.

"Is that my tech?" Tony asked in mild horror.

I looked down, "a version of it."

"You have my tech? Agent Romanoff when did SHIELD begin stealing the most advanced pieces of technology?" Tony turned to Natasha.

"We didn't steal a thing Stark," Nat smiled as she made eye contact with Tony, "he made it."

Tony's eyes blinked in utter confusion, "I'm sorry?"

"He made it," she replied, "Spider, how long did it take for you to figure out his tech?"

I shrugged, "two months or so. Repulsors around half the time," I opened my palms showing off the tech.

Stark looked down and then gasped, "two months? People have been trying to figure out my tech for years, the brightest minds on the planet, and you did it in two months?"

I shrugged, "I had a working model to dismantle and learn from. Wasn't that hard."

"Oh really? And where exactly did you get it?"

"The Stark expo," I replied sitting down on the jet's seats, "when the Hammer drones were busy attacking my friends I took a few of them down and stripped them of anything useful."

"You built that off of Hammer tech? How hasn't it exploded yet?"

I rolled my eyes, though Tony couldn't see it. "I made some improvements. It won't explode if that's what you think will happen. The Palladium should last three times longer, won't need a replacement for some time now."

"How did you-" Tony stopped as suddenly thunder rumbled outside.

Cap noticed Loki covering in fear, "what's the matter? Afraid of a little lightning?"

"No, but I'm not fond of what comes next," Loki replied as suddenly there was a thud on the jet roof.

"Tony, helmet," I told him as I powered up my repulsors, I knew what was coming, but I had to be seen doing something.

Tony opened the jet door. "What are you doing?!" Steve cried out.

But just then a tall blond man with grey and silver armour stepped in with a giant hammer in one hand and a blood red cloak tied around his neck.

"Hey blondie, love the cape," I sent out two repulsor beams sending him flying right back outside. I blinked, hun, I totally expected him to dodge that. I turned to Tony and Steve, "that was easy."

"ARGH!" Thor came flying back in. My spider sense went' full on crazy but I couldn't dodge it. He punched me in the gut so hard I went flying into the cockpit cracking the windshield. I think a rib was broke, maybe bruised.

"Spider!" Nat cried out as she quickly pulled me down from the window.

"Spider!" Iron man cried out. I saw through narrowed eyes filled with pain Thor releasing Loki and flying out.

"Are you okay son?" Steve asked as he quickly came up and helped me get off the jet's control panel.

"I-I'm fine," I coughed out, "it's just a scratch."

"That bastard!" Iron man roared a he took off.

"Stark! Wait!" Steve growled before turning to Natasha, "can you take care of him?"

Nat nodded, "yes, but you don't want to take these guys on Cap. They come from legends Cap. They're basically Gods."

"There's only one God ma'am," Steve put on a parachute, "and I'm pretty sure he doesn't dress like that." He jumped out of the plane.

"Damn, they get to have all the fun," I groaned out, slowly getting back on my feet. Before suddenly feeling woozy. My head started spin, "Nat, I think Thor hit a little harder than I thought."

"Spider? Spider?!"

I fell forwards and fell unconscious, Nat crying out my name was the last thing I heard.

 **Some time later:**

I woke up in a hospital bed with my helmet removed and my costume opened up to reveal a bandaged chest.

I groaned and got up, how long was I out.

"Careful Peter," I heard someone call out. I looked and saw a beaten and bruised Natasha sitting between my bed and another's this one with an unconscious Hawkeye. I blinked, oh no, I slept through so much!

"What happened," I asked immediately.

Nat sighed and explained.

The plot went by the same way, with a few minor differences. Tony was pissed Thor had knocked me out cold, while the asgardian did apologize, Tony really wasn't hearing it. Then everything basically went by the same way. Loki escaped, SHIELD was dead in the air, and the Avengers were broken.

I sighed, I hoped I could have prevented some of this from happening, I wished...I wished I could have changed it. But now...the Avengers were needed, they had to be born.

I got off the bed and pulled off all the wires and cords on me. Nat looked up, "you need to rest."

"Loki's out there ready to unleash an army," I put on my suit, my glowing black spider webs coming alive, "I don't intend to sit around doing nothing."

"You were attacked by a God, you can rest Peter, let-"

"-Don't you dare fucking finish that sentence," I growled, "I'm not some child to be swaddled Natasha, I may not be a trained killer like you, but I ain't a coward." I put on my mask and walked out.

"Where are you going?" she asked.

I looked over my shoulder, "right now there are two very broken men that could potentially save the world. I'm going to kick their asses. Make sure your buddy's alright."

I walked away towards the place where I knew Tony and Steve would be. The Hulk's giant prison, that Loki had tricked Thor into. It was empty now. I walked in and saw Tony and Steve looking somber.

"Well isn't this just the saddest gathering of old men," I quipped.

They both immediately turned to me and stared in surprise.

"Spider! You're awake!" Steve smiled, "how are you feeling?"

I patted myself, "a bit bruised. Thor really packs a punch."

"He's sorry about that," Steve tried to apologize.

"Sorry's not going to cut it," Tony growled.

I turned, there was blood on the walls. I looked at, "is that where he died?"

Tony couldn't bring himself to look, he just nodded. Steve sighed, "was he married?"

"No….there was ah, a... cialist I think," Tony spoke.

"I'm sorry….he seemed like a good man," Steve replied.

"He was an idiot."

"Why? For believing?"

"For taking on Loki alone."

"He was doing his job."

"He was out of his league," Tony looked down at the cell hanger and glared, "he should have waited."

"Sometimes there isn't a way out Tony."

"Right, forgot that point."

"Is this the first time you lost a soldier?"

"We are not soldiers!"

"Yes, we are," I called out. They turned to look at me. I looked at them, "but we aren't Fury's soldiers. No, we fall under a different banner," I knew what had to be done. Tony was too angry, not like in the movie. He needed to be talked to, to let him understand.

I clicked my helmet open and took it off, revealing my face for the first time to them.

"Y-you're just a kid," Tony looked horrified.

"You shouldn't be here," Steve argued.

"You were told the same thing before you got the serum," I looked at Steve, "but what did you? You kept trying, again and again."

"That was different, it was war and-"

"-And you're telling me that's not what Loki's bringing into our world right now?" I shot him off.

"You shouldn't be fighting," Tony argued, "you shouldn't even be here."

I was silent, I looked at them both, they were worried I was going to die once again. I sighed, "the first time I got my powers I didn't want to fight crime. Hell I wanted nothing to do with them. But….then a friend told me something, that if heros don't rise, the bad guys won't stop coming. That week I was in Harlem when the Hulk tore through it hurting so many people. So many just...crying out...the pain….I couldn't let them get hurt. Not when I could stop it.

"Right then and there I made a choice, regardless of what happens to me, if I could help people, I would. My dad had a saying, my uncle loves repeating it to me, with great power, comes great responsibility. They each have a different interpretation to those words, but I have my own. For me, it means that if I have the power to stop something from happening, but I don't, then the bad things happen because of me."

I glared at Tony and Steve, "Loki has to be stopped. No matter the cost, my life is nothing when compared to the hundreds that would die if we don't stop him. It doesn't matter how old am I, all that matters is that I do everything I can to stop him."

Tony and Steve met my eyes before finally Tony broke the silence, "that was by far the best rallying speech I have ever heard. Like not Independence day level, but definitely better than Braveheart."

Steve smirked, "I didn't understand that reference, but I assume it's good."

Tony nodded, "oh yes."

"So...you two old men in or out?"

Steve nodded, "in."

Tony looked down at Coulson's blood, "he's made it personal."

"That's not the point," Steve argued.

"No, I think it is," I spoke up, "he wanted to get captured to break us all up from the inside."

"So divide and concur?" Steve asked.

"Yes, but...he knows he has to take us out in order to win right?" Tony's eyes widened in realisation, "that's what he wants. He wants to beat us, he want's to be seen doing it."

"He loves a good show," I told them, "Fury described him as arrogant and a self absorbed drama queen."

"He want's an audience," Tony concluded.

"We caught his act in Germany," Cap nodded.

"No, no, that's just the preview. This is opening night, and Loki's a full tale drama queen, he wants flowers, he wants parades, he wants monuments built to the sky with his name plastered-"

Steve's eyes went wide, "son of a bitch."

"We need to move," I put on my mask activating the voice changer.

"I'll take the suit and be the faster," Tony ran quickly.

"Don't take him on by yourself," Steve argued.

"No, if Loki hasn't set the teleporter yet there might still be time for us to stop him," I said in failing hope, "think your suit can take you all the way home Tony?"

"You bet it can," Tony split off leaving Cap and me alone.

"We need to get Nat and Hawkeye," I told Steve.

"Can he be trusted?"

"Let's find out," I brought him to the infirmary.

In minutes we were out the heli carried in a jet piloted by Nat with Clint as her second. As we raced to Manhattan I realised something, the people, they were going to get hurt, so many of them. Maybe I could do something to stop that.

I took out my SHIELD issue phone and opened my Spider-man Twitter account;

 **Twitter:** _Not a drill, Manhattan going to be hit by crazy super villain at Stark Tower. Everyone get out now!_

I sent the message again and again until finally people began to take notice.

"What are you doing?" Nat asked.

"I just told all my followers to get out of the city. It Loki's army is coming they'll be the ones getting hurt."

"Smart move," Steve nodded.

"Yeah, unfortunately people think I'm joking," I grumbled.

 _Damn, TheAmazingSpider is such a troll!_

 _Leave Manhattan? In the middle of the day? Man do you even live here?_

 _What the hell is so bad that you think we should all leave?_

Damn morons! I growled, I slowly turned to Cap….wait a minute.

"Hey Cap, think you can do me a favour?" I smiled bringing the camera up putting it on video mode, "tell them all to get out of the city immediately, that people could actually die if they don't."

Steve looked confused but slowly nodded. I made a video of him warning the people to run away and to get out of the city immediately that this was not a joke. I posted it online, and people went nuts.

 _Dude! That's Captain America!_

 _WE ALL NEED TO GET GONE!_

 _Why? What's happening?_

I replied to as many messages as I could. Steve looked over my shoulder nodding in approval at the way I told them just enough so that they wouldn't panic, but getting the urgency through.

But we wouldn't be enough, I knew that. I dialed Johnny's number, he picked up after two rings, "hey Peter, what's up?"

"Johnny, where are you and the others?"

"Don't you remember? We're in Germany, that big science fest Reed's getting. Why? Whats wrong?"

"Manhattan is getting hit by an alien attack. Big large army, you guys need to be here, now! It's like a level 1 emergency!"

"What?! Aliens?!" I heard chatter on the other side. Suddenly Sue's voice came on, "Peter? What's going on? What's this about aliens?"

"There's this guy, Loki, he has this device that can open a scape bridge and bring forth an army of alien monsters! I'm doing what I can to stop them, but I need your help! How soon can you all get here?"

"We're in Germany right now Peter!" Sue panicked, "it would take us 11 hours to reach here!"

"Can Johnny fly here?" I cursed.

"No, he's not that fast, don't even think about it Johnny!" she yelled out, I heard Johnny argue back but Sue yelled once again shutting him up. She spoke, "I'm sorry Peter. We'll try to be there as soon as we can."

"Fine, just get here Sue, I have a bad feeling about this," I sighed, hanging up.

When I did all I could I walked into the corner of the jet and dialed in Felicia's number.

"What's he doing?" Clint asked.

Nat smiled, "probably calling his girlfriend."

I glared at Nat just as the phone picked up, "hello? Tiger?"

"Kitten, listen, you need to stay out of Manhattan, do you understand?"

"I saw your post onlint, what's going on Tiger?"

"It's crazy Felicia, fucking crazy. I promise I'll tell you everything when I get back, but for now, please just make sure everyone is safe."

"Peter...Liz! She's in Manhattan right now!"

"What?! Why?!"

"H-her summer job!"

"Felicia call her right now and tell her to get out. Don't even think about going in to get her, do you understand?"

"Yes, I'll see you soon," she hanged up. I cursed, I knew she wouldn't listen to me, choosing instead to put on her suit and probably try something stupid. I fucking love that woman to bits, but sometimes she really gets on my nerves.

We reached Manhattan quickly, my tweets had gone viral, people were passing it around like hot cakes. Lots of people living or working around Stark tower were leaving, a lot stayed behind thinking it was a joke, but I suppose I'll take what I can get.

As we flew into the city airspace though a giant blue beam of light shot up into the sky opening up a portal. Out of the portal came thousands of flying crafts, shooting lasers at one small flying red dot, I'm assuming that was Stark.

I sighed, this was war.

* * *

 **Okay, I know it was kind of a simple chapter, basically followed the Avengers story line closely, though I did make a few changes.**


	20. Avengers II

"Stark we're on your trail heading North East," Nat called out into our radio.

"What did you stop for drive through?!" Tony cried out, "swing up Park I'm going to lay them out for you!"

Nat flew straight into the city buildings towards Stark tower. Just then Tony flew by with several Chitauri chasing him. Nat fired off the machine gun in the jet, pinning the aliens down allowing Stark to get free.

We slowly ascended the Stark tower, going upwards. We found Loki on the penthouse floor with Thor, fighting one on one.

"Nat!" Clint pointed down.

"I see him," Nat replied moving the jet towards Loki and firing at him.

The god of mischief leveled his staff at us and fired. "Hold on!" I cried out as the jet got hit with a plasma bolt and began to come crashing down.

We came down quickly, Cap was holding on to the side, but kept getting battered away, I grabbed him and stuck myself to the wall as we slowly came crashing down.

We crashing into an empty concrete plain. The landing was rough, but luckily we didn't die. We all quickly got out and looked up at the sky. More and more of the Chitauri came flying out.

"We got to get back up there!" Cap called out.

"I can swing us up, I think," I called out as we ran onto the highway just below Stark tower. But before Cap and the others could respond a roar came crying out of the giant blue portal.

Slowly a massive figure came out of the darkness on the other side, a giant flying snake monster covered with metal plates and Chitauri soldiers.

"Oh fuck me," I gasped looking at the thing. I never realised how big that thing was, I remember seeing it in the movies but this...this was impossible!

The creature flew over us, the monster deposited on it's sides launched out and landed on building walls. The thing was a tank and a transport vehicle all in one. The Chitauri soldiers landed inside office buildings, I saw flashes of blue energy and people crying out.

"Stark, are you seeing this?" Cap asked.

"Seeing, still working on the believing," Tony replied, "where's Banner? Has he shown up yet?"

"Banner?" Cap replied.

"Just keep me posted," was Tony's short reply.

"They're being slaughtered!" I cried out, pointing at the buildings.

"Go! Help them!" Cap cried out, "we'll keep them down here!"

I nodded and jumped to the nearest building. I climbed to the floor with the most people crying out and jumped in through a broken window.

I saw so many people's bodies, burning holes going through them. I felt anger pulsed through me. I was angry, so angry.

SWIT!

Four large spider arms popped out of my back, their bladed edges shimmering in the light. It was time I stopped holding back.

"ARGH!" I yelled charging into the building. I ran down a corridor and saw several Chitauri pinning down people. They turned around to see me, but it was too late.

Three of them died due to a metal limb sticking out of their's heads. I fired a repulsor blast at the rest, launching them over the crowd of people and into a emergy door.

The people looked at me, "get downstairs, stay off the street. If they come for you hide. Got that?!"

They nodded as they quickly went down the emergency stairs. I turned and ran around, there were more buildings that needed to be searched.

I ran to the windows and jumped out, jumping across the street into the opposite building. Inside I found more Chitauri soldiers, I eliminated them just as quickly.

I ran out of the building ready to jump to the next when I saw a couple of those flying units coming down the street. I smiled, time to be a pain in the butt. I shot out two concret web lines onto the other building and stretched them to the limits.

I waited as as the cruisers flew by, two of them got clotheslined and flipped over, crashing into the ground. The others stopped before hitting the webs and turned to me. I jumped out and landed on the first one.

They aimed their lance weapons at me but I sent out a repulsor blast that threw them both off the cruiser. I then back flipped and landed on another one and piercing into their chests with my spider arms.

They fired at me, but ended up destroying their own cruisers as I jumped from flyer to flyer, killing each on, my red arms soaking with their blood.

I killed the last one and jumped away from the falling cruiser landing on a building. Even here the Chitauri were there, as they climbed the walls with their sharp claws. I jumped off and landed on on, punching him off before running across the building side, knocking them off one by one.

I was at the edge of the building and looked around, a small platoon were coming for me. I shot a web line upwards and kicked off, swinging down. The Chitauri leveled their weapons at me and I aimed a repulsor at them, taking them all out as I swung over their ranks.

I looked down to see Nat and Clint fight off hordes of them. I swung down and landed on top of a soldier, rolling forward and throwing it into a pole before webbing him up tight.

I saw several come at me, I leaped into the fight, kicking two in the head so hard I heard something snap. They fell down, dead. I punched one in the gut before swinging him in front of me to use as a shield.

They fired their blue blasters at me killing my shield. I threw him aside and sent out a unibeam so powerful it destroyed the remaining five Chitauri in seconds.

My spidey senses tingled, I jumped up just as a Chitauri soldier fired at my head. I landed on the ground and was about to blast him with a repulsor blast when an arrow pierced it's skull, killing it.

I looked back and saw Clint nodding at me. "I had it," I replied.

"A thank you would be nice," he smiled. Just then a Chitauri landed behind him as jumped forward. I raised a hand, Clint flinched as I fired a beam at the Chitauri sending it flying back. He turned at me and gawked.

"Thanks," I replied.

A new squad of Chitauri arrived on the scene, Nat fired blue energy bolts at them from the weapon she 'acquired', Clint fired arrows and I hit each one with a repulsor blast.

I then engaged another one, breaking it's arm in half before placing my palm on it's head and sending a bolt of bio-electricity into him, freeing him from the inside out. I panted as I let him drop, that took a lot out of me, they weren't easy to fry, maybe I should avoid doing that from now on.

Just then Cap leaped into the fray and dashed a few skulls, throwing his shield at one's head just as it was about to fire a plasma bolt at me.

The remaining ground forces were converging on us when suddenly lightning struck them dead. Thor landed before us, holding his side in pain. He was bleeding.

"What's the story upstairs?" Cap asked.

"The power surrounding the cube is impenetrable," Thor replied, he looked at me and immediately looked guilty, "I am sorry Spider, I didn't mean to hit that hard."

I shrugged, "not the time goldylocks, we'll discuss this later."

"How do we do this?" Nat asked.

"As a team," Cap replied.

"I have unfinished business with Loki," Thor grumbled.

"Yeah? Well get in line," Client glared as he adjusted his quiver.

"Save it, Loki's going to keep this light focused on us, that's what we need. Without him these things could run wild. We got Stark on top-"

The rumbling of a motor bike stopped Cap. We all turned to see Bruce riding up to us on an old scooter wearing baggy clothes. He stopped the bike and walked to us.

"So...this all seems horrible," he smiled.

"I've seen worse," Nat replied.

Bruce looked saddened, "I'm sorry."

"No," she smiled, "we could use a little worse."

"Stark, he's here, just like you said," Cap spoke into his communicator.

"Branner? Good, tell him to suit up, I'm bringing the party to you," Stark they appeared down the road as he took a sharp turn towards us. And following right behind him was that giant snake monster from before.

"I-I don't see how that's a party," Nat replied.

"Well, that's a pinata, and Bruce here is going to hit it really, really hard," I replied.

"Dr. Banner, now might be a good time for you to get angry," Steve told the man.

"That's my secret captain," Bruce smiled walking towards the monster just as Tony flew over us. The snake thing slithered on the road, jaws open ready to swallow us. "I'm always angry," he turned, slowly growing in size as he threw a punch just as the monster reached him.

The Hulk's punch was so powerful it stopped the monster dead in it's tracks, sending him flying upwards, pieces of his arm snapping right off.

"Get down!" Tony cried as he fired a missile at the exposed monster's flesh. Blasting the monster into tiny bites.

It landed to the corner as we slowly circled each other facing outwards. The Hulk roared, Tony landed right next to us as we looked at the monsters around us. I smiled, I could almost hear the Avenger's theme song playing.

"ARGH!" the monster yelled at us.

"Yeah?! Well come and get some!" I yelled back.

Suddenly the portal started to shit again, three more of those giant snake monsters came flying out. We turned and I slowly felt hope waning, but I couldn't let this end, not now, not ever.

"Call it Cap," Tony told him.

"Alright listen us, until we can close that portal, our priority's containment," he looked at a nearby building, "Barrton, I want you on that roof, call out patterns and strays. Stark, you got the perimeter, you turn it back or you turn it to ash."

"Give me a lift?" Clint asked.

"Right, better clench up Legolas," Stark picked Clint up as the flew into the air.

"Thor," he turned to the God, "we got to bottleneck that portal. You got the lightning, light the bastards up." Thor took of, flying without another word. Cap then turned to Nat and me, "Nat, you and me, we stay on the ground, keep the fighting here. Spider, can you web up those fliers? Take them down like you did before?"

I nodded, "not a problem."

"And Hulk," Cap turned to the green monster, "smash." Hulk smiled as he jumped up, into a building, destroying the Chitauri soldiers stupid enough to fire at him.

I leaped into action, using my repulsors to give me a boost, before I swung away. I looked around, I knew this city like the back of my hand, meaning I also knew just how I could lay down traps for these sons of bitches.

I landed on a building side and adjusted my web gauntlets' settings, allowing it to shoot out large quantities of webbing at once. I built this setting just for this situation, it's a good thing I'll get to use it.

I fire the webbing out, creating a giant web over the street. Just then a squad of flyers came crashing in, getting tangled up in my web like a fly. I grinned, this is so going to fun.

I swung from building to building, creating my large web trap across the streets. I managed to catch so many flyers in them, letting the suffer in their new sticky prison.

I looked up and saw Tony nearly fly into one of them. "Watch it!" I cried out.

"Sorry kid! Didn't see it," Tony flew over them, "there's a squad down on 6th, think you can handle it?"

I grinned, "I know I can."

I quickly swung my way down to 6th, landing just in time to see the Chitauri soldiers coner some civilians. I was about to fight them off when suddenly a figure dressed in black leaped in and began to attack them.

I recognized her immediately, "Cat?!" I jumped down and landed on a soldier, smashing his head into the ground. I then pierced three Chitauri surrounding me with my arms, using the remaining one to fire a web line and pull an alien solider that was about to cleave my girlfriend in half.

"I told you to stay away!" I called out punching a Chitauri across the head leaping to her side just in time to push her away from a plasma bolt.

"And you knew I wouldn't," she replied with a smile as she fired the grapple gun I made her, catching a Chitauri with its spiked tip, pulling him down to the ground before fireing a bullet into his skull.

"Woha! Where did you get a gun?!" I asked firing a repulsor blast at the aliens.

"Mom's a criminal lawyer, where do you think?" she fired three more rounds, killing more of the alien soldiers.

"That is totally not safe Cat," I pierced an alien throw the head, throwing it's corpse at a charging aline before firing a repulsor blast at it.

"Says the guy with nuclear weapons on the palm of his hands," she smirked.

"I love you," I smiled throwing the last Chitauri threw the air when Felicia shot him. I turned to the gathered humans, fifty, maybe more. I turned to her, "you need to get them to safety."

"I'm not leaving you to fight this alone Spider," she hissed.

"Cat, I'll be fine," I put my arms on her shoulders rubbing them, "but these people need your help now. Get them underground and out of the city."

"You're just trying to get me out of the fight," she growled.

"You're damn right I am," I hissed, "you can't fight these things, not yet. I promise you I'll help you get better, enough that I won't have to worry about you. But right now Kitten, I need you to be safe. Please, for me."

She didn't like the fact I basically called her weak, but she knew I was right. She pressed a button on the side of my helmet allowing the mouthpiece to slide up, a new addition I made so that I could eat without removing the whole helmet.

She pressed her lips against mine, wrapped her arms around me. I moaned into the kiss, wrapping her hands around. I heard the clicking of cameras go off, but I didn't care. She drew back and I looked into her eyes.

"You better come back to me alive Spider, or else I'm telling everyone about that night with you me and Jean."

I smiled, "I love you too Kitten, stay safe."

Cat nodded as she quickly took the people underground, hopefully she could keep them all safe. I turned back and slide my mask down, time to get back to work.

I leaped up into air and fired off a web line, swinging away. Just then I saw a flyer pass by, I was about to shoot it down when I noticed a redhead flying it.

"Nat?! Was that you?!"

"Not now Spider!" she yelled back.

I blinked, huh, a russian flying an alien spacecraft, don't see that every day.

I found another squad of aliens about to attack a street full of civilians, cops fired at them but only a few survived.

"ARGH!" the monsters yelled as they opened fire. I shot a web grenade down and covered the alien's, the plasma bolts signed the webs, but nothing else, trapping them inside it.

I landed in front of them and turned around. I squatted down in front of a police cruiser and grunted as I picked it up, raising it over my head. I looked at the astonished cops, "I'll borrowing this for a sec," I turned around to the ball of aliens slowly ripping free and smashed the car down, crushing them like bugs.

I went off again, searching for more trouble. I stuck to the edges of the perimeter the police and army set up. Forcing the Chitauri back long enough for civilians to be evacuated. I moved slowly inwards, finding Cap bruised and his costume burnt.

"Cap!" I landed next to him, "are you alright?!"

"I'm fine, just a bit bruised," he grinned.

"I can see that," I looked him over, just then we saw a squad of those alien's coming for us. The military were still pulling out the civilians, we needed to stop them, "think you can keep up old man?"

"Old? Please, I prefer the word experienced," he smiled as we charged forward into the fray.

They landed before us firing off their guns. Cap jumped in front and protected me. Once the firing stopped I leaped over him and fired off several repulsor beams smashing their ranks.

Steve threw his shield knocking several out, I webbed the flying disc and spun it around, cleaving the army again and again like a spinning cycle of doom before I threw it at Cap who easily caught it.

Suddenly a Chitauri popped up and fired a plasma bolt at me. I couldn't move away quick enough as it hit me right in the gut sending me flying back.

"Spider!" Cap cried out as he protected me from further attacks as I slowly got back on my feet. My stomach was paining, the blast burnt a hole right through showing off my skin underneath. Luckily it didn't look too bad.

Just then lightning came flying down and fried the rest of the assholes, Thor landed next to us, "they are growing bolder."

"Are you alright?" Cap asked me.

"I'll be fine. We can't hold them off forever," I sighed looking around.

"Can anyone here me? I can close the portal," Nat's sudden voice was a welcome relief.

"Do it!" Steve cried out.

"No, wait!" Tony cried out through our communicators.

"Stark these things aren't stopping," Steve called out.

"I have a nuke coming right at the city, it's going to blow in less than a minute. And I know just where to put it."

I shared a look with Cap and Thor. "Strak...you know that's a one way trip?" Steve's voice had respect in it's tone.

"Save the rest for the return J," Tony cut off the feed.

We looked up and saw him fly under a missile heading straight for Stark Tower. He slowly guided it upwards, right into the sky and through the giant portal.

Suddenly more Chitauri came down ready for a fight, I charged up my repulsors but just then they all stopped moving and dropped to the ground like puppets with their strings cut off.

I looked up and waited, Tony wasn't coming through. I was worried, was he not going to make it this time? Did me being here change the story that much?

"Close it," Cap sighed.

"No, wait, he might still make it," I urged him.

"Spider….I'm sorry," Steve replied, "Widow, close it."

I saw the beam of light from the top of Stark tower end as slowly the portal began to close. But in the very last second, as the portal began to collapse on itself, a red and gold figure came out.

"That son of a gun," Steve grinned.

"Go Tony!" I cheered. We saw him falling down with no signs to stopping. I turned to Thor, "he's not slowing down, catch him!"

"Gladly," he spun his hammer ready to fly when suddenly the Hulk came flying across the building and grabbed Tony. He landed on a building side, sliding down until he landed on the ground, Tony safe in his arms.

Hulk put the armour wearing hero down as we ran up to him. Thor grabbed Tony's helmet and tore it open revealing his still face.

"Give me some room," I told them gathering bio electricity into the palm of my hands, "I think I can help." I shoved them into his chest blasting electricity into him like a defibrillator.

"AH!" Tony cried out, we all stepped away. He looked around, "what just happened?! Please tell me nobody kissed me."

"Well, Steve was thinking it," I pointed to Cap who just chuckled.

"We won," Cap looked around at the destroyed city.

Tony sighed as he leaned his head back, "alright yay. Alright good job guys, les just not come in tomorrow, let's just take a day," he turned to me, "you ever tried shawarma kid? There's this shawarma joint about two blocks from here. I don't know what it is but I want to try it."

I shrugged, "I could eat."

"We're not finished yet," Thor looked to the tower.

I nodded, "Loki."

Tony sighed, "fine, but shawarma after."

We went to the top of the tower, to Tony's penthouse. Nat and Clint met us there. We saw Loki crawling out of the hole Hulk pummeled him into as he slowly tried to get away.

He stopped and slowly turned around seeing up looking down at him. Clint aimed an arrow at his head, Thor's hammer sparked with power, Tony and I leveled up repulsors at him and Nat held his spear by her side.

Loki slowly raised his hands, "if it's all the same to you. I'll have that drink now."

I raised an eyebrow, "cocky little shit isn't he?"

"Yeah, it runs in the family," Tony turned to Thor who looked slightly offended but even more regretful. Guess he really did feel bad about knocking me unconscious.

"I'm so tweeting this shit," I took out my phone and snapped a pic of Loki on his back, sending it out;

 **Twitter:** _Bad guy taken down, stay safe all. #Avengers_

I sent it out and quickly people responded.

 _Thank God!_

 _This is the asshole who tried to kill us?!_

 _What the fuck man!_

 _You saved us! #Avengers #Amazing!_

SHIELD arrived on scene quickly enough. They put Loki in chains and took him away. Hulk managed to calm down back into Bruce, and Tony got him some clothes.

Together we all went back out and down two blocks to the Shawarma place. It was busted and empty, but the owners were still inside. They looked surprised at the sight of us, I suppose we would all make a peculiar sight.

Tony walked up and ordered us some food. We pushed all the tables together and sat around. We ate in silence, I can't say about the rest, but I was exhausted…..oh who I kidding?! The silence was fucking annoying!

"So ah….are we team now?" I asked, "I mean, I know I did call us the Avengers and all that, but like...are we?"

Bruce munched on his food, "I guess."

"SHIELD can't sanction us anymore," Nat explained, "we're too public now."

I shrugged, "never been an issue when it came to me."

"You are one agent, this is a team."

"Wait, he's an agent?" Clint asked surprised.

"Where did you think I was after the Stark expo?" Nat asked raising an eyebrow.

"I don't know...Canada?" Nat rolled her eyes.

"We have to be a team," Tony spoke with eyes that were heavy with the sight he witnessed through the portal, "we need to be ready, for the next time something like this happens."

"You really think it will?" Steve asked.

"It would be stupid to think otherwise."

"What are you going to do with Loki?" I asked Thor.

"He will face justice," Thor nodded, "rest assured he will not be getting out anytime soon."

"Good, because next time he tried to cause trouble on Earth I swear I'll throw him into a volcano," I growled.

"And I thought I was the one with anger issue," Bruce chuckled.

I smiled, "you're right, enough of this doom and gloom shit," I took out my phone, "come on, let's make this whole team up thing official!"

"This isn't a family outing kid," Nat said with a dull tone, but I could see the small smile in her face.

"Why not, I need a new cover photo anyway," Tony shrugged.

"It's still amazing you can fit a camera and a phone into one tiny little thing," Steve noted.

We all gathered round with me in the center. I asked the shop owner to snap a picture of us standing before the table. I had my arms over Nat and Tony, who stood either side of me. Clint stood next to Nat and Thor next to him. Bruce and Steve stood besides Tony. We smiled, or glared in Nat's case.

I uploaded the picture to all my social media platforms;

 **Twitter:** _#Avengers, here to stay._

 **Insta:** _#Avengers, here to stay._

 **Snapchat:** _#Avengers, here to stay._

I smiled, why mess with a good formula? Just as we got ready to leave Felicia landed in front of the shop entrance and ran in.

"Kitten!" I cried out as she jumped into my arms, "I'm glad you're safe."

"Woah, who's the hot chick in the skin tight suit?" Tony asked.

"Guys, this is my girlfriend, Black Cat," I smiled, "oh and Tony, she's sixteen."

Tony blinked, "I never said anything."

"Sure you did," Steve rolled his eyes.

"Speaking of sixteen," Nat reached into a pocket and took out a pen drive, she tossed it to me, "here, that pendrive has SHIELD's resource management team's contact details. If you need any toys to build a new suit call them. Happy birthday Spider."

I blinked, "wait what?" I looked at my SA and blinked, "holy shit! It's my birthday!"

"You forgot didn't you," Cat rolled her eyes.

"Ah...maybe?" I chuckled.

"Happy birthday kid, sorry I didn't get you anything," Tony patted my shoulder.

"On Asgard we celebrate a young man's sixteenth birthday by having him fight a wild beast! We then reward him with his very own weapon!" Thor smiled before blinking, "and I suppose fighting a war does count of a suitable right of passage….hm, I'll get you a weapon from the vaults next time I return to Midgard."

"You really don't have to-" I quickly said before he stopped me.

"None sense, a warrior like you deserves nothing less!" Thor beamed.

Cat leaned in and whispered, "who's the dream boat?"

"The God of thunder," I replied.

"Damn," she looked him over.

"Hey," I hissed shocking her a little with my bioelectricity, "eyes up front."

Cat pouted, "spoil sport."

I picked up Cat and swung away, promising to keep in touch with the others. As we swung across the New York skyline I sighed at the sun setting in the distance as Cat clung to me.

"Is Liz safe?" I asked.

"Yes," she replied as I landed on a train heading to Queens. We sat down on top of the train and rested as it went across the East River.

"You're hurt," she said tracing the hole in my costume.

"I'm fine, the armour took most of the damage," I smiled putting one arm around her as she leaed on my shoulder.

"You were amazing out there today," she said, "everyone was talking about how you and everyone there saved our lives. How your tweet and video must have saved like, a hundred people or so."

"You're the real hero Kitten," I replied.

"Peter, be serious."

"I am," I turned to her, "I have powers and a nuclear weapon in my suit. You don't' have either of those, but the first thing you did when you thought your friend was in danger was run to her side in the middle of a war zone. Don't tell me that isn't what a real hero would do."

"I wasn't being a hero then Peter, I just wanted to save my friend," Felicia argued.

"I didn't see Liz in the group of people you saved." Felicia didn't reply. "Felicia, you don't need to save everyone to be a hero, you just need to save someone, anyone. It doesn't matter who. And what you did today….you are a hero Kitten, you're my hero."

"If we weren't already doing it I would think you're just saying that to get into my pants," she smiled.

"Well...maybe just a little," we laughed as we made our way home. We first stopped at Felicia's place where we changed into our civilian clothes. I always kept a spare set of clothes in her place, for Spider-man emergencies, or in case we over did it the night before and needed a fresh set of clothes for school.

We took a cab back to my place and I knocked on the door. May opened it in seconds, "Peter!"

"Hey aunt May," I smiled as she opened the door and we walked in.

"Oh dear we were so worried! We heard what happened in New York and thought you had some how gotten involved!"

I chuckled, "relax aunt May, I'm fine. Nothing is ever going to happen to me."

"And if it did, they would have to answer to me," Felicia smirked.

We walked in and found Ben waiting for us in the kitchen. He smiled, "see May, I told you he would be fine."

"Oh hush you," May battered his arm playfully, "don't believe him Peter, he was just as scared as I was. Why, more so even! He got it in his head that you would go out there and try and help people in the middle of all that!"

I rubbed my head sheepishly, "yeah, I'm not that brave." Felicia rolled her eyes, clearly doing her best not to laugh.

Just then Cat's phone began to ring she looked at it and sighed, "I'm going to take this."

I nodded, "right," she left leaving us three alone, "I'm sorry I made you worry aunt May, I really am. I just couldn't call, the alien's must have knocked out a cell tower or something."

"It's alright Peter, we're just glad you're safe," Ben wrapped his arms around me and gave me a hug, I winced, my wound was still sore, "are you alright?"

"F-fine, just a little tired is all," I smiled.

"Well, not too tired I hope," May smiled, she looked over my shoulder and smiled, "perfect timeing girls!"

I blinked as I turned around and found MJ, Liz and Felicia there smiling at me. "Hey guys, what are you doing here?"

"What? Did you really think we would forget your birthday?" MJ asked.

"Yeah, he did, he actually forgot as well," Felicia rolled her eyes.

"I can actually believe that," MJ nodded.

Liz walked and suddenly wrapped her arms around me in a hug. I was startled for a second before she whispered, "thanks Pete I...I don't think I would be here if you didn't warn me."

I smiled and slowly hugged her back, "I'm glad you're safe Liz."

"Happy birthday to you," May began to sing as she walked in holding a giant chocolate cake with a single candle light up, "happy birthday to you."

"Happy birthday, happy birthday," the others began as I blushed in embarrassment, "happy birthday to you."

I blew out the candle as they clapped. I smiled as I cut off pieces and feed them to May and then Ben. We all sat down in the dining room and began to much down on cake and the delicious chicken pot pie May had made.

Ben was right in the middle of telling them about the time Peter climbed up a tree and forgot how to get down, "So then, we had to get a ladder and try to bring him down, but I kept crying! He said we would drop him and refused to come down," Ben laughed.

"I so can't imagine Tiger doing that," Felicia chuckled.

"Yeah, he's so good at _climbing_ things and getting down these days," MJ winked. Really subtle there girls.

"Ah, I remember that day," May said with a smile as she came in, "Peter was insistent only a fireman could get him down without dropping him. So Richard went across the street to our neighbour's house, who was a fireman, and borrowed his uniform. It was the most adorable thing I have ever seen! Peter took one look at him and practically jumped into his arms!"

The girls chuckled. "Wait, who's Richard?" Liz asked confused.

Ben and May immediately looked sad, Felicia glared at Liz while MJ looked saddened. But I didn't mind, I just smiled, "Richard's my dad, he died when I was young."

"Oh," Liz blushed in embarrassment, "I'm sorry."

'Don't be, he's a man who experimented on his own child,' I sighed, "it's fine Liz, I don't really remember him, as far as I'm concerned," I held Ben's hand, "my dad's right here."

"Oh Peter," May gushed as she wrapped her hands around me, "such a good boy."

Ben smiled, "thanks Pete...but you know, it's not fair to your dad."

I shrugged, "I don't really think he would mind. You did raise me uncle Ben."

He nodded, "I know, but I mean it's not fair he's not here...giving you a gift. So," he stood up and motioned for us to follow him. We were curious, though by the way May smiled I'm guessing she knew what was going on.

We walked outside and Ben opened the garage door. Inside was a car I had no trouble recognizing. A DeLorean DMC-12, the car from the freaking Back to the Future movies! I looked inside and found it to be heavy customized, instead of the two seater it had four seats, sacrificing leg space up front.

"Woah," MJ gawked, "you got a freaking time machine Tiger!"

"Yeah," I nodded numbly as I slowly recalled from the deepest depths of Peter's memories playing in a car similar to this...no, not similar, exactly the same.

I turned to uncle Ben who smiled, "this was my dad's car," I stated.

He nodded, "yup, I'm surprised you still remember it."

"I..." I looked at the car, the body was beaten up, several dents covered its surface. I remember it breaking down so many times, it was almost comical. I looked inside and sure enough a car service kit peaked out from under the front passenger seat.

"It needs some work, I know. And it's probably never going to actually be as good as a brand new car, but," he tossed me the keys, "it was your father's. He would have wanted you to have it."

I looked at the keys, it had a dog tag for a key chain with the name 'Parker, Richard' labeled on it. "Where did you keep it all the while?"

"Your father had a storage locker downtown, he owns it so he doesn't really have to pay," Ben shrugged, "I found it in there. Figured you would want it, now that you're old enough to drive."

"Peter, you are so driving us in that!" Liz cried out, "I swear when my dad sees this he's going to freak out! Back to the Future is like his favorite movie! And you're totally letting me drive!"

"And me," MJ perked up.

"You don't even have a licence yet!" Liz argued.

"So? Neither does Peter," MJ pointed at me.

"I'm sure Peter can get his anytime he wants," Felicia winked at me.

I chuckled, "yeah. I'm sure I can," I turned to Ben and smiled, "thanks uncle Ben. This is perfect."

Ben nodded, "you're welcome Peter. Now, I don't have to give you a long winded speech about driving responsibly do I?"

I chuckled, "no uncle Ben."

"Great, come on, there's still some cake to eat, and I have plenty of embarrassing stories about Peter."

"Oh, do you have one where he pees the bed?" Liz asked.

"Sure, do you want to here the one when he was 3 or the time he was 10?"

"BEN!" I cried out.

After the party was finally over I walked upstairs to my bed and lied down. The girls made sure to keep the party short, they knew I was exhausted after saving the whole god damn world. But as I tried to sleep, I found I couldn't. So I took out my phone and searched through the net for details on the clean up.

So far it looked like everything was alright, people were safe, only a few died, and many more injured. The army, police and homeland security had it all handled. And SHIELD helped clean up the alien tech, locking it away. I so wanted to keep some of the tech for myself, but I was kind of busy to think about stuff like that.

But there was a surprising new development, people had put up pictures and videos up of the incident. They mostly focused on the Avengers kicking butts and taking names. Even a few videos about how Tony put the nuke into the portal in the sky.

But one of the most popular photos trending right now was my kiss with Cat. Someone had caught it at the perfect angle, showing her jump into my arms, her disguised black hair flowing behind her as my arms came around to wrap her hips.

We stood before the rubble of a broken building, the destroyed city of New York around us, but the love we showed for each other made everything else seem insignificant.

The hashtags, #Spiderlove and #Powercouple were really, really trending. I smiled, she didn't really look anything like her real face, the hair and eyes were covered, as were the rest of her. People wouldn't be making the connection that Felicia Hardy was Black Cat anytime soon.

My curiosity now satisfied I put away the phone and collapsed into my pillow almost instantly. I so needed some sleep.

But later into the night I felt someone shake me awake, I looked up and saw Felicia standing over me wearing her Black Cat costume. I blinked as she took off her goggles and hair band turning her hair from black to silver.

"Liz and MJ thought you were cheating on me," she smiled.

"Because Spider-man was seen kissing some hot cat chick?" I asked with a smile.

"Yup, I had to wear this to prove to them I was the Black Cat."

"You regret kissing me now?"

"No Tiger, not even for one second," she smiled as she slowly unzipped her costume and threw it to the side. She lifted my covers and slipped in, kissing me harshly, wrapping her hands around me.

"I love you Felicia," I whispered as I threw off my shirt and jeans.

"I love you Peter," she leaned in and bite my neck, whispering, "happy birthday." I smiled.

 **The next day:**

I got a call from Nat telling me to come to Central Park at around noon and to come in civilians clothes. I did so, with Felicia insisting she came along. I think she still doesn't like the fact I risked my life trying to save the world.

Which kind of made sense. She stole from people who deserves it because she believes that's right, but I don't want her to do that because I'm afraid she'll get hurt, I would feel the same way she's feeling right now.

Thor stepped forward with Loki in chains. He looked to us and nodded. We took out the Tesseract and placed it into a containment seal which Thor used to transport himself back to Asgard.

Tony walked up to me and took off his coolers, "so Peter, tell me, do you have a job?"

I smiled, "I work with Reed Richards and Sue Storm at the Baxter building Tony."

"Damn, too late," I smiled, "anyway, just wanted to say you impressed me kid. If there's anything you need don't hesitate to ask."

"Same to you Tony," I held out my hand and he shook it.

"Oh and don't worry, I decided to not sue you for ripping off my tech!" Tony called out as he got in a car with Bruce and drove off.

Cap wished me well before riding off into. Nat then came up to me and looked at Felicia with a raised eyebrow, "Felicia Hardy, should have guessed."

I raised an eyebrow, "you mean you didn't know?"

"SHIELD doesn't have the time to know the identities of every single thief in the city."

I felt like kicking myself, I just put her in danger. If Nat knows then Fury will too, meaning HYDRA...fuck!

"Any chance you can keep this between just us?" I asked her in a pleading tone.

Nat smirked, "fine. But you owe me. Starting Monday I'm back as your handler, and Fury allowed me to finally go all out in teaching you, now that we know you can handle yourself."

I smirked, "bring it on."

Felicia and I spent the day in Queens, trying our best to ignore the people talking about the attack, but it was hard. After all that was the most important event that happened.

By the end of the day I said goodnight to her, leaving her home while I swung back to New York, fully intent on stealing some of that alien tech for myself.

There were plenty lying around all over the place. The government had just started cleaning up the South and East sides, the North was still filled with crap and abandoned. I grabbed what I could, guns, those glowing staffs that fired automatically and even pieces of armour.

I swung to the Baxter building and put them all in my lab. I had a security code that let me in, thank God, or else I would have to wait until Sue and the other's came back.

I did a couple of more runs, getting whatever I could. I even got a couple of the armour plates off of one of those flying snake monsters. This thing was strong enough to push back Tony's repulsor beams like it was nothing, definitely worth checking out.

But on my fifth outing to the wreckage I noticed other people there trying to steal some tuff. Now I understood how hypocritical it was of me for calling them thieves, but the way I saw it I fought these things giving me a right to spoils. So these guys are just plain thieves.

"Hey guys!" I called out landing on a light pole.

They all turned and immediately my spidey senses started blaring as I jumped away just in time to avoid them spraying me with a large amount of bullets.

"That's not nice!" I yell out as my arms pop out and firing out four streams of webbing, grabbing their guns before pulling back.

"It's the Spider! Run!" a soldier yelled.

"But we haven't gotten anything!" a man in a yellow hazmat suit called back.

"I don't care!"

They tried to run away but I quickly stopped them, grabbing them all and tieing them up in a tight little web space.

I walked up to them and smiled, "so, who are you guys supposed to be."

The soldiers growled and said nothing. The scientists...well, they looked piss scared. Time to use that fear.

"You know who I am don't you?" I lowered my voice modulation in my helmet to a few octaves lower, "you know what I can do. How easy it will be for me to rip you apart," I lowered one of my arms under the man's neck, "talk."

"W-we work for-" and suddenly he head exploded.

I jumped back blocking my head from the blood and gore, "what the fuck was that?!"

"We would rather die than talk!" a man hiding behind some debris called out, tossing a grenade at me. I kicked it away just as it exploded, but watched in horror as that man fired bullets into his friend's bodies.

"No!" I shot out a web line pulling his gun away from him before sending out a blast of electricity strong enough to stun him.

I look at the tied up people, they were all dead. The man who killed them were the only ones alive. I walked up to the man and searched his body for identification of any kind. I found nothing, except a tattoo of a skull.

It wasn't much, but the design reminded me of a group that Cap used to tangle with, HYDRA. They were finally moving out of the shadows. Of course they would, all this tech, why wouldn't they?

I looked around and sighed, I called Fury and told him the situation, he would be arriving soon. The city will take some time, but it will recover. Phase 1 is over, Phase 2 will soon begin. I hope I'm ready for what's to come.

* * *

 **Ta da! Phase I over! I hope it was up to mark! I didn't like rewriting the movie word for word, tried to change it up a bit. Hopefully you all didn't mind.**

 **Anyway, I won't be updating the story for some time now, since Phase I is officially over. I also have exams and Need to get a job since money is tight right now. And I mean really tight.**

 **So note: No more chapters until New Years. And this goes for all my stories.**


	21. The Red Dawn

Life was fucking awesome. Spider-man was finally getting the good press he deserved. Since I was seen in public as an Avenger, people didn't even listen to what JJ said anymore.

 _ **BugleJJJ:**_ _Spider-man's actions in the city are nothing short of vigilantism!_

I was going to respond, but then another man responded;

 _ **JKE_Ford:**_ _Tonight at 9 in the night I was held at gunpoint. Spider-man saved me. This 'vigilant' made sure I came back to my family tonight. Fuck you BugleJJJ._

And the best part? It was true, I had saved the man's life, it wasn't just a troll. The man had attached a picture of the arrest sheet the police issued on the mugger they arrested with the time and date!

And he wasn't the only. Every time someone came to call me out, people came out in the droves. They were like a tsunami, and the best part is they weren't trolls, they were real people, real honest to God people whose lives I touched in someway or another.

I had become a beacon for the people. 1.2 billion followers of Twitter wasn't something to scoff at, I literally had the ears of a billion people, the kind of power politicians killed for. But, I knew that with great power comes great responsibility.

I was on cloud nine, my life was perfect. I was a superhero who was actually appreciated, people actually had fan clubs of me! At work Sue and Reed were always asking my opinion on stuff, half the time I couldn't help, but I did what I could.

At home my aunt and uncle were happy I was finally coming out of my shell and into the real world. And unknown to them I was secretly paying off any new bill they got that was overdue. I had the bank simply state there was a filing error while I payed out my own salary.

The the summer break allowed me to become a hero full time. I swooped in and saved the day more times that I could count. Heck, I even had a favorite hot dog stand while in costume, and my constant patronship made the guy pretty famous for being, 'Spidey's favorite dog place'.

I interacted a lot more with people, stopping by and cracking jokes with old men in the park, sharing coffee with morning workers, challenging joggers for a race through Central Park, that kind of stuff.

I always took photos too, putting them on Insta, featuring my daily hero life for the whole world to see. I was kind of world famous now, each photo I post gaining nearly half a billion likes.

I was basically the hero of NY, after all Tony isn't here half the time and Cap is more like a national wide thing. Thor was...well, a God, Nat and Clint were spies, meaning I was the only one who gave the Avengers any public exposure. No pressure.

But it wasn't all just web swinging and games, I did spend a lot of time at the Baxter building as well. Reed and Sue has been pretty busy, him with inventing new toys and her with getting the patents and the keeping the cash flowing.

Johnny and I did what we could, but honestly, no one had a thing on Reed, that guy was a genius worthy of the name. Honestly though it was a little awkward, Sue and him weren't really...well, ever in a relationship.

Reed was trying, in his own way, but Sue just kept ignoring him. After some time the poor guy just gave up. I honestly didn't know when they were going to get married, but at this rate I don't see little Franklin coming around any time soon.

Good thing too, I have no interest in letting a little kid have the power to warp reality itself. Next thing I know I'll be stuck as a teenager forever! I mean seriously, I had just gotten my driving licence a few weeks ago, I don't need this shit!

But I did also have time for my own personal projects. More specifically my personal tech. I worked on the alien junk I stole from the alien invasion and began to research into it.

From the weapons I found a way to telepathically operate machinery. It really was ingenious, There was a metal plate with an unknown alloy that feed on the electricity in brain waves like a symbiote. It channeled people's brain waves and with a sensor on the other side any machine could track what was being eaten.

I used this tech in my arms, making them much more safe to use, no chance of them exploding, driving me crazy and fusing with my spine now. I really should have thought of that before I began using these things.

Sue was really excited when I brought her the telepathic metal. She knew immediately where I got it, but was impressed I managed to figure it out as quickly as I did. She already began the process of patenting it, when asked for a number I went with the obvious choice: Teletech Plate.

I also managed to analyse the metal they used for armour. It was a very unique alloy, the materials not found anywhere on Earth. But I did manage to decompose the metals a little, finding out just what made them tick.

I couldn't synthesis my own metal, not even close. But I did have the basis for a metallurgy formula which should create an element that rivals Wolverine's claws. If I could figure out what the missing ingredient was that is.

I then turned my attention to the alien's power source, a type of glowing stone that seemed to push out radiation like candy on halloween. It was the most radioactive element I knew, radioactive and still not too damaging to humans. Somehow the shell it was inside kept it from killing everything in sight. Only an external source of radiation could startle it, making it go boom!

I did manage to reverse engineer the tech, figuring out how it ticked. I was able to synthesis, with Reed's help of course, a way to make these battery cells. But unfortunately the result was disappointing. The rocks we produced gave out a quarter of the amount of energy an aline cell did.

Reed wasn't disappointed though, he was thrilled, he said he would keep working on this technology, it could mean the difference between humanity's extension or ascendance, or something in that light.

I also took a crack a what allowed them to levitate, though it seemed to somehow involve their glowing purple rocks which served as a power source and a levitation assistant. I couldn't really do much, it was after all alien tech I was dealing with, so for now I pushed them to the side.

Nat was relentless with my training, it seems Fury had made improving my fighting skills a number one priority. Training lasted for hours, one time it lasted a day as Nat wanted to see how long I could go without food or sleep, needless to say I impressed her with my stamina.

I did begin learning more of what it meant to be a spy. Nat finally decided it was time to teach me the delicate art of espionage. How to track someone without them knowing, how to spy on people and find out exactly what they didn't want you to know.

It was difficult work to be honest, I honestly didn't like it, but it had to be done. I needed to be ready, for anything and everything.

A few weeks after the alien invasion the city was finally starting to recover. I found myself having to go out as Spider-man less and less now, people finally started to get their shit together. And so I decided it was time I took on a new personal project.

I had decided if I had a freaking DeLorean in my garage it was best that I actually used it. But it would need some upgrades, luckily I knew just the man who could help me with it.

I called Johnny and told him I needed his help bringing my new ride up to date. He was more than happy to help. I drove the car to the Baxter building parking lot where he was waiting for me. The moment he saw the DeLorean his jaw dropped.

"What?!" he gawked. I stepped out and smiled, he turned to me, "what?!"

"Yeah, I know."

"How?!"

"It was my dad's," I shrugged, "my uncle gave it to me on my birthday. Figured it needed to be in the family. But it's honestly a piece of junk, think you can help me out?"

"Are you fucking kidding me?! You want me to help trick out a DeLorean?!" Johnny screamed.

"So...is that a no?"

"Yes! It's a freaking yes! A hundred times yes!" his eyes practically sparkled. We loaded the car up into an industry sized elevator they had installed for Ben. But when the lift opened up into the top floor we realised it was going to be difficult getting it into Johnny's lab.

"Hey rock head!" Johnny called out, "we need your help!"

" **Don't call me that matchstick! Or next time-** " Ben stopped as he stared at the car, " **Johnny, why do you have a time machine in the lift?** "

I grinned, "it's mine. I asked Johnny to help pimp it up for me. Think you can give us a lift?"

Ben nodded as he gently picked up the car and walked into Johnny's lab, tilting the car so that it could fit through the door.

Johnny had already cleared out the middle of his lab, arranging various tools and other pieces of tech around the car. Ben stepped aside and Johnny quickly pulled up the car's blueprints on his computer screen.

"The DeLorean, a sports car manufactured by John DeLorean's DeLorean Motor Company for the American market from 1981–83," Jonny began, "The car features gullwing doors and an fiberglass body structure with a steel chassis, external stainless steel body panels. It became widely known and iconic for its appearance, and it was modified to represent the concept of a time machine in the Back to the Future media franchise."

" **But it was a piece of junk,** " Ben recalled, " **it kept breaking down all the time. People hated it, the only reason it's so popular is because of the Back to the Future movies.** "

"Yeah, who doesn't want a time machine," Johnny nodded as he looked at the car, "I'll be honest Pete, I don't really know what I can do. I mean, it's engine is shit, the gearbox even more so. The chassis is basically paper mache, and the design, while iconic, isn't exactly aerodynamic. I can see the places where you dad made some changes, the back seats are a nice touch, but it honestly isn't worth buying new parts."

"I know Johnny," I smiled as I pulled out my personal SA and displayed a diagram, "I was hoping we could maybe strip the insides and build it anew, with this."

Johnny took me SA and looked it over. His eyes slowly widening as he began to recognize what it was, "dude! How?!"

"Just something I thought off," I shrugged, "it's a new type of electrical engine that runs on my version of the arc reactor. We can get rid of the engine and the gear box, basically bringing the old time machine into the 21st century."

"Dude...this is going to take days," Johnny looked over the diagram I sketched out.

I smiled, "I'm not hearing a no."

Johnny grinned, "I'm in."

" **So am I,** " Ben nodded.

"You? What the hell are you going to do Rocky? Sit on it?" Johnny scoffed.

" **What it flame brain, or I'll toast you,** " Ben growled, " **and for your information, cars just happen to be something I'm good at. I did help Reed build his first engine you know.** "

"Wait, then how come you and Johnny never work together?" I asked curiously.

Ben shrugged, " **kid's more into the 21st century stuff. I specialise in the old fashioned stuff.** "

Johnny sighed, "fine, but I swear to God, if you accidentally sit on it or something I will burn your rocks off! Got it!"

Ben nodded, " **hey, if you're going to get my rocks off I can't complain,** " I snorted but held back my laughter.

"Good! Now...wait a minute," Johnny narrowed his eyes as I burst out laughing, "that's not funny!" Ben and I laughed hard.

We got to work on the car. Johnny had a hundred different ideas he wanted to use, but Ben and I held him back. I so did not want my car shooting out fire, this was supposed to be Peter Parker's car, not Spider-man's. And even then I don't that would be a good choice.

I called up SHIELD's resource management team and had them send over all the parts we would need. I signed it off as a business expense, bwahahahahaha!

We first replaced the engine, petrol was a thing of the past and caused way too much pollution. We replaced it with the electricity engine I designed and Johnny helped build. The engine was so small it took up a quarter of what the petrol engine used, giving us the front to use as trunk space.

The engine was powered by an arc reactor in the center of it, making sure the car wouldn't run out of power in the next hundred years or so. Excessive? Sure, but totally awesome.

We redid the interior as well, putting in ergonomic seats, giving up plenty of legroom for those in the back and front. The seats were red and black, sort of sticking with the Spiderman theme here. The flimsy stainless steel body panels were replaced with a steel and titanium alloy. Never know when an supervillain will attack, could be useful.

Ben decided the gearbox was pointless, and since it ket breaking down it wouldn't be much use. So instead we converted the car into a automatic, made it much easier to drive.

Johnny then went a little crazy, we couldn't really stop him at this point. We said no to so many of his other request we kind of felt bad to be honest. Plus he kept giving me a puppy dog look, which was more disturbing than cute.

Johnny went to town on the car, he changed the suspension, put in a set of tires which he designed that would never puncture, made the windshield and windows out of bullet proof glass.

The doors opened upwards and we decided to keep them just the way they were. After a couple of more minor additions and adjustments Johnny's part was finished. He smiled, kept going on and on about how I should let him borrow it to pick up chicks.

I then began to work on the interior. I changed the entire dashboard, replacing it with smooth mahogany wood. I installed a HUD below the AC which was basically a miniature computer that regulated the car's engine and monitor all other functions.

I then decided to splurge a little and put in a kick ass music system as well. When we turned it on for the first time on max volume Sue had heard it all the way from her room. Needless to say she was pissed we woke her up.

"Hey Pete," Johnny asked me as I helped in put in the sound system.

"Yeah?"

"What do you think about this?" Johnny showed me a blueprint. I blinked as I examined it.

"Dude..."

"I know, but listen-"

"-Dude!"

"Come on! It'll be so cool!"

"...Dude?"

"The energy output will be more than enough, come on Pete, don't tell you haven't even thought off using it!"

I sighed before smiling and nodded, "dude."

We then got to work. We put in four repulsors on the bottom of the car near the wheels and one large one near the back that was designed to look like a spare tire holder. Ben kept asking what we were making, but we refused to tell him. Honestly though, I'm surprised he couldn't guess it.

And finally, it was done. We stepped back and admired it. The car had gotten a complete overhaul, but I decided to keep the outwards grey colour, with neon blue timmings running down the side that glowed when I turned on the headlights.

It looked like it could be a real time machine. I smirked, "this is so cool!"

" **Damn right,** " Ben nodded, " **want to go for a drive?** "

"Hell yeah!" Johnny cried out.

Ben helped us get it into the industrial lift and take it down to the parking lot. I smiled as I took out the keys and put it into the ignition, pressing my thumbprint on the middle of the wheel, allowing the scanner to scan my thumb print.

" _Welcome Peter_ ," a robotic voice from the HUD called out.

Johnny grinned, "so it recognizes you."

I nodded, "yup. Alright you two, get in."

Johnny had to sit in the back while Ben sat forward, pushing his seat back all the way. The car began to topple towards his side, when suddenly the online system activated and the suspension began to work overtime to compensate for the weight.

" _Warning, weight anomaly detected. Compensating now. Speed limited to 50 miles per hour_ ," the robot voice called out.

"Thanks Doc," I smiled.

"Serious? You named the car's AI Doc?" Johnny rolled his eyes.

" **Hey, it fits,** " Ben shrugged, " **now come on! I want to see what this thing can do!** "

I nodded as I put it into drive and pulled out of the basement into the open New York road. The traffic was not bad today, though we did end up stopping a few times. People looked at us, I didn't really mind, it was a well known fact Peter Parker worked with the FF, let them gawk.

"Hey Doc, put some rock and roll would you?" Johnny called out as he put on his shades. The music coming roaring out as he stretched and sighed, "yeah, this is the life."

I rolled my eyes as I pulled onto the bridge heading into Queens, the drive was now a lot faster. I could feel the wind going through my hair as I drove carefully across the giant metal bridge. And then on the other side I took a 'U' turn and headed straight back to the Baxter building.

As we drove back Johnny turned to me and grinned, "hey, want to use it?" he tapped the hand brake button gently, flipping it up to reveal a red button inside.

I grinned. Ben looked over in surprise, " **what's that?** "

"Oh nothing, just a little surprise we made," I grinned pressing the red button and suddenly the car started to hum.

" _Flight mode engaged,_ " the AI system stated, suddenly the car started to move upwards into the air.

" **What the hell is going on?!** " Ben cried out as the repulsors under the car kicked in, sending us flying up.

"Come on Ben! Like a little!" I laughed as I pressed on the accelerator, kicking the giant repulsor behind the car into overdrive, shooting us off the bridge and into the sky. I steer the steering wheel to pilot the car, grinning like a madman.

"Hey Pete, want to race?!" Johnny asked as he unbuckled his seatbelt.

"You're on!" I yelled. He opened the door and jumped out, flailing on in mid air as he took off, me following closely behind. We stayed out of the city, mostly flying above the East River. I grinned, this was amazing!

It was a great first drive.

Sue was pissed though. By the end of the day everyone in the city was claiming the FF had a flying car and Sue was getting calls all over the city from investors. She yelled at Johnny and me for like a hour before making me give her the blueprint for the engine I designed, she hoped this would make people less...jumpy.

Reed on the other hand loved my car design, he even got a new idea to make something similar. He dubbed it his summer side project and I got a feeling I knew what it was.

Johnny and Ben insisted on making a few more adjustments and more importantly getting the car registered with the state, it was after all heavily customized. We did avoid mentioning it being able to fly, leave a little something for ourselves.

By the end of the July I drove my new, improved and road legal DeLorean back home. When May saw it she nearly fainted. Kidding...kind off.

"Peter, how did you pay for all of this?!" Ben asked in horror.

"The FF had a lot of funds left over and a lot of toys that they didn't use. I just got Johnny and Ben to help me throw in some old scrap they had lying around, it's really not that big a deal, it looks way more expensive that it is," I lied easily. I should be worried I'm getting so good at this but...well, I am supposed to be a superhero. Lying comes with the job.

In the end they clamped down, Ben insisted I drive him around for a while. I should him all the new features and needless to say he was impressed. When I finished showing my aunt and uncle the car I figured the next best person would be my girlfriend.

I pulled up to her apartment and called her, telling her to come down. She did, wearing a pair of jeans and a leather jacket. She looked at me and the car and raised an amused eyebrow, "so, you finally went full nerd huh?"

"Hey, I'll have you know I've always been full nerd," I chuckled. I opened the car door and motioned for it, "want to go for a spin?"

Felicia smiled, "sure, why not. It's not going to like, stop half way right?"

I rolled my eyes, "Felicia, you insult me."

I took her around town for a bit, showing off all the cool new features. After a while Liz called her wanting to hang out, it was the perfect opportunity for me to show off the car, so Felicia told her we would be coming right away.

We pulled up to Liz's house and she practically ran out the door, "come on daddy! You have got to see this!"

"Oh what now Liz," an older man came walking out and stopped in his tracks seeing the DeLorean. I walked out and leaned on the hood of the car waving at Liz.

"Hey Liz, how's the summer?" I asked.

"You totally tricked this thing out!" Liz's father cried out before she even had a chance to answer, "what did you do to it?!"

It took me all afternoon to satisfy the man's curiosity. He was so excited, he insisted I let him drive it. I was reluctant, but after Liz begged me to let him, I agreed. He was like a kid of Disney World.

Later that night I showed the car to MJ and she was pissed she was the last one I showed. So in return I took her and the others out for dinner in a street shop in town.

As we ate our chilly dogs MJ gushed, "it's so spicy."

"I keep telling you not to eat it all at once," I rolled my eyes.

"The trick is limitations MJ," Felicia replied, "don't just swallow."

I snorted, "yeah, don't swallow. I don't usually say that though."

Felicia turned red as she smacked me up the head, "watch it!" I laughed as MJ and Liz tried to ignore the obvious perverse meaning.

"So," Liz called out, "you know who would have loved this thing?" she tapped the car's hood, "Jean."

MJ sighed, "yeah. How is she anyway?"

"From what I hear she's doing fine," Felicia shrugged, "kind of lonely though. It's only here, those adults we met and this Scott guy. She says they'll get more students soon, but she doesn't really know when."

I nodded munching on my chilly dog, "maybe we should visit her."

MJ blinked, "what?"

"What? Why not? It's what? A two hour drive from here? We can be there and back within a day if we want."

"Peter that's brilliant!" Liz cried out, "we should totally surprise her! This Saturday, what do you guys think?!"

MJ and Felicia didn't really seem to mind and I was the one who suggested, so we were all in agral. Getting permission from Ben and May was a little difficult, mostly because May didn't like the idea I could be so independent at such a young age, but Ben did convince her otherwise.

I did want to visit Jean, I didn't lie. But I also wanted to keep an eye on Xavier and see what he's doing. I don't trust the man, never did, and no, Patrick Stewart's amazing acting isn't going to convince me otherwise.

On Saturday we all meet up at my place at around 6 in the morning. I had packed up some clothes, in case of a Spider-man emergency, and lots food. MJ was the first to arrives, she came with her own bag of stuff and walked up to the car currently parked out on the driveway.

"Morning Red," I called out as I stretched the kinks out of my body.

"Morning Tiger," MJ put her stuff in the front, which we now used as a boot.

I got into the driver's seat and MJ sat besides me. We drove to pick up Liz and then Felicia. When Kitten arrived she insisted on sitting shotgun, but MJ just flipped her off saying she called shotgun. Felicia didn't like it, but she didn't really mind.

I drove out of the city, the morning traffic barely there to slow us down. Once we hit the highway the DeLorean sailed smoothly down the clear highway with music playing in the back.

"You know, you really should name this thing," Felicia said from behind.

"What do you mean?" I asked.

"Well, don't all the best cars have names?" Felicia asked.

"Well, I mean it's the DeLorean, what other name do you need?" Liz asked.

"How about….Dorothy?" MJ suggested.

"Something from this century please," Felicia rolled her eyes.

"Well it already has a name," I told them, "isn't that right Doc?"

" _That is correct Peter_ ," came my car's electronic voice.

"Woah!" MJ looked at the HUD, "you're car can talk!"

"Can you trick out my car Pete?" Liz asked.

I chuckled, "not sure, I used SHIELD assets to build this and wrote it off as a business expense." Liz pouted, but understood.

It was a nice two hour drive, we chatted, listened to the music, just relaxed to the smooth running engine of Doc. Finally we arrived at the gates of the Xavier mansion. I drove up to the gate and pressed the intercom.

"Hello," I called out, "anyone there?"

"Who is-Peter?"

I waved at the camera, "hello Logan. What's up?"

"What are you doing here bub?"

"We," I moved aside showing the other girls, "came to see our friend. Open up claws, please."

I heard him sigh and press a button, opening the gates, "I'll send her down."

"Thanks," I called out as we drove in. The mansion was huge, I could see it even from here. The driveway was long too, you could fit my entire house in here with much more room to spare.

"This is where Jean's studying?" Liz whistled as she looked around at the fancy marble statues and the rose gardens, "no wonder she's getting used to it."

I chuckled as we drove up to the main entrance and I parked the car to the side. We got out of the car just as the doors to the mansion were thrown open and Jean came running out.

"Guys!" she cried out.

"Jean!" Liz cried out as she swooped the redhead into a hug, "oh my god I missed you!"

"And I missed you," Jean cried out, she quickly hugged the rest of the girls before turning to me, blushing just a little bit, "hey Peter."

I nodded, "Jean, you're looking well." She really was. She had grown to around 5 feet 9 inches, her frame became thinner and she had finally started letting her hair grow as it now reached the middle of her back, "Are they treating you right?"

"Oh stop it, it's not so bad once you get to know them," she hugged me, whispering into my ear, "I really did miss you and Felicia a lot."

I blushed as we broke the hug, "y-yeah." I turned to Felicia, she was blushing a little too, damn Jean works fast.

"So Jean, show us around!" Liz said as she grabbed Jean's arm.

"Okay Liz, just give me a moment," Jean chuckled as we all walked into the mansion She opened the door revealing the amazing interior.

"Woah," MJ said looking around, "it's amazing."

"How many rooms are there?" Felicia asked.

Jean shrugged, "I don't know. About a hundred I think."

I looked around, the place was pretty cool, I'll admit. But what I really was interested in was the Danger Room, but I guess I can't just ask her to show me that...wait…could I?...Neah.

"So Jean, what has Baldy been teaching you?" I asked as the girl showed us around.

"I really wish you would stop calling him that. He really is sad about what he did."

"You do remember what I told you right?" I asked raising an eyebrow, "he's a man with the power to brainwash people, around him anything you feel should be taken with a grain of salt."

"Come on Peter, you're being paranoid," Jean rolled her eyes.

"Which is exactly what someone who was brainwashed would think," Felicia said with a chuckle.

I narrowed my eyes, "whatever, either way I've made sure he won't be able to read our minds this time."

Jean blinked, "what? How?"

I pointed at my ear showing a black circle looped around the lobe, "it's a more advanced version of the helmet I made for you to keep your powers at bay. I made one for the girls as well."

Felicia tapped a similar pair of earrings she had while Jean and Liz pointed at the hair bands they wore.

"So that's why I couldn't feel you guys," Jean said in wonder.

"Feel us? Do you mean you tried to read our minds?" Felicia asked cautiously.

"No, not like that. It's like a psychic's version of sight, I couldn't feel your presence, it was like you just weren't there."

I hummed, "sound's interesting, learning a lot from the old man?"

"Oh yes, he' shown me a lot Pete and-"

"-Jean? Who's this?" a new voice called out.

We all looked up to see a young man in a blue sweater vest and khaki slacks walked down the stairs towards us. He had brown hair and wore red coolers that covered his eyes completely. I recognized him immediately, Scott Summers.

"Scott, these are my friends, the ones from Midtown high?" Jean smiled, "guys, this is Scott, he's another student."

"Cool, so you're a mutant too?" Liz asked excitedly.

MJ groaned, "for god's sake Liz you can't just ask someone if they're a mutant!"

Scott blinked, "they know?"

"Of course they do silly," Jean giggled, "you're a student at a mutant school, they aren't stupid."

I smiled and walked forward extending my hand, "Peter Parker, pleasure to meet you."

Scott blinked before shaking my hand, "Scott Summer."

"So Scott, what can you do?" I asked.

"Ah, that's kind of personal?" he looked nervous.

I nodded, "I understand. Anyway, think you can give me and the girls a tour of this place?"

Scott shrugged, he and Jean walked in front of us as they took us all over the hundred plus room sized mansion. I'll admit, Xavier has style. The place was classy yet not in the snobbish sort of sense.

Each room was decorated like it was meant for a VIP, there were several classrooms in the ground floor, though they weren't currently in use. And the library looked like it could rival that of any fancy prep school.

"And this is the garden," Jean took us outside to the back, showing the large garden. There was a pool near the side and a basketball court. There were rose bushes and what looked to be a maze near the back.

"Ah, I see you all have arrived to see Jean," I heard a familiar voice. We turned to see Xavier coming out of the bushes, being pushed by Ororo. He smiled at us and nodded, "it is good to know Jean's friend's haven't forgotten about her."

"We haven't forgotten about you either Xavier," I tapped my mental protection, "don't even think about it."

Xavier sighed, "Peter, I am truly sorry for what I did, but you must understand, I did it to prevent you from being a killer."

"He came to my friend's house and threatened to kill her. As far as I'm concerned he was a corpse the moment he thought he could get away with something so horrible."

"Peter," Jean put a gentle arm on my shoulder, "please."

I sighed, "sorry," I turned to Xavier and took a deep breath and let it out, "you have an amazing place, Makes me want to join."

Xavier smiled, "you are always welcome Peter, from what Jean tells me, you are more than qualified to teach a few subjects."

Felicia rolled her eyes, "I'm sure that's not all she tells you."

"Hey, I don't just talk about Peter! You guys are my friends too!" Jean cried out.

"I'm sure," MJ and Liz giggled, making the other redhead blush red.

"Are you kidding, she won't shut up about you guys," Scott smiled, "she told me how you guys tried playing superhero?"

"Yeah, now that I think about it, it was kind of a dumb move," Liz grumbled.

"Told you," I sang out.

"Yeah, yeah, you don't have to rub it in," Liz huffed.

"Still, the costume you made was really inspiring," Xavier commented, "I've had something similar designed for Jean."

I raised an eyebrow, "costume? For what?"

"You said it yourself Peter, we need to show that mutants aren't a threat, that we can work with humanity," Xavier motioned for me to follow as he, Ororo and I walked into the grass maze.

I sighed, I turned to the girls, "I'll be back." They didn't really say much, though Felicia gave me a warning gaze, I swear sometimes she worries too much.

Scott watched Peter leave and forced folding his arms, "why did the professor call him out?"

"He probably wanted to talk to him in private," MJ shrugged.

Scott huffed, "what's so special about Peter Parker?"

Felicia smiled, "everything."

I didn't like it, me, him, alone...well, not alone, his bodyguard that should shoot lighting out of her butt was with us, which really wasn't looking good for me.

"What did you want to talk about?" I asked him as we walked through the maze.

"I have...I have been thinking about what you said," Xavier explained.

"Oh? Which part?"

"The part where….I abused my powers."

"I see," I didn't push him, though I really wish I did, "and?"

"You said how there was no difference between Erik and I, how he would use his powers to hurt others and...I would use mine to get what I want, regardless of people's free will."

I nodded, "yes, and?" We came to the center of the maze was a water fountain waited for us.

"I wanted to apologize, I understand you don't trust me, I do. But I don't regret doing my actions."

I took a deep breath and let it out. "I get it, I do...you're not human, you're a different breed altogether. What seems natural to you is...different for us. I don't pity the way Jean will have to adapt herself into our lives."

Xavier nodded, "I'm glad you understand."

"Was there anything else?"

Xavier smiled, "yes, I was going to offer you a tutoring position in my school, maybe something during the weekends. But since your recent outing as an...Avenger, I wager your time is very tight at the moment."

I shrugged, "it's honestly not a big thing, we don't' actually have like daily meetings or the like...hey, would you like to join?"

Xavier blinked, "me?"

I shrugged, "I don't see why not. You're a pretty smart guy, and your heart is in the right place," I turned to Ororo, "you too Storm, I mean, we already have a thunder god, but we could always use a thunder goddess."

Ororo smiled, "you are quite the charmer Peter, thank you, but I believe my time will be better suited here."

I nodded, turning to Xavier, "and you?"

Xavier looked thoughtful, "I'll admit...it's an appealing thought. I doubt I could help stop a war like you did."

"I wouldn't need you for that," I told him, "we need more members. I don't think Strak would care to admit this, but we were so close to losing that battle. Next time though, and believe me, there will be a next time, I don't want it let up to chance. Can I count on your team to help if the time comes?"

Xavier nodded, "it would be my pleasure. Seeing mutants working together with Earth's mightiest protectors would do well for our cause."

"I figured."

"Tell me, was this the real reason you came?" Xavier smiled.

I chuckled, "no, just a very nice bonus. I really did miss Jean, plus I just got a car, figured we could do a nice long road trip."

"Well, then let me not keep you," Xavier nodded. I quickly walked out of the maze, waving at them over my shoulder.

Xavier looked up to Ororo, "what is your opinion of him?"

"He's….smart, but also very complex," Ororo looked at Peter's retreating form with curious eyes, "I don't doubt his dedication to his friends, but his anger...it could be his downfall."

Xavier sighed, "yes, I'm afraid it could be."

I walked back to the others and found Scott and Jean playing basketball with the girls. I stood by the side and smiled, watching the two mutants beat the three, Felicia was the only one having any success, scoring a point of every two the others score.

"Hey, you joining?" Scott asked just as his scored a three pointer.

I shrugged, "it wouldn't be fair."

"To who?" Scott chuckled.

"To you," I replied.

"You think you can take us on?" Scott chuckled.

"Oh he can," Jean said bouncing the ball, "he's really agile."

"Really?" Scott raised an eyebrow, "alright then, let's go, you and me, one on one."

I smiled, "you really don't want to do that Scott."

"Confident are you?"

"No, just really, really sure on what I can do."

"Alright, how about a bet?" Scott smiled, "if I win, I get to take your DeLorean for a spin."

I smirked, "fine, and if I win, you have to tell me what you can do. Deal?"

Scott tossed me the ball, "deal."

I took off my jacket and walked into the court. "Great, we get some entertainment," MJ smiled as the girls sat down next to the court.

I stood before Scott checking the ball once, "you sure you want to do this?"

Scott checked it back, "hell yeah."

I grinned, "sucker."

Five minutes later….

"And the king of Xavier's school for mutants basketball court is Peter Parker!" I cried out, dunking my fifth basket in a row. I landed on my feet and grinned at a slack jawed Scott.

"HOW?!" he yelled.

I smiled, "I'm really agile."

"Come on you two, it's time for lunch!" Jean called out as she and the girls made their way inside.

"Coming," I called out, putting my hand on Scott's shoulder, guiding him inside, "so, since I won, what can you do?"

Scott sighed, "it's ah, it's complicated. I can sort off….blow things up."

I grinned, "cool."

We ate lunch with the other in one of the cleanest kitchen I have ever seen. We all sat around one table big enough for twelve, the girls were quickly catching up while Scott and I discussed his powers.

"So, it's like a beam of concussive force? Not heat?" I asked a little surprised.

Scott nodded, "yeah, that's what the professor said. He said my powers came from inside my eyes, but he doesn't really know where."

I hummed, in my Earth there was this theory that Scott's powers came from another dimension, so maybe it was like Johnny's powers, able to absorb them from another dimension and then channel it into our own through a form of energy.

"Close your eyes," I told him.

Scott looked surprised, "what?"

"I want to see how your eyelids look with your eyes closed, close them," I repeated myself. He did so and I took off his glasses. I was glowing red energy just below the surface of his eyelids, they somehow didn't tear his eyelids off.

"Are you done?" Scott asked a little impatiently.

"Yeah," I put his glasses back on and saw his eyes open up from behind the red shades. "So, I think I have a theory on how your powers work."

Scott blinked, "what?"

I nodded, "I know someone who has similar powers. His powers come from another dimension, a plane of existence that his body can somehow at will, call upon. I think your body works the same way. And this energy is somehow a part of your body, that's why your eyelids aren't being ripped apart. I would wager your fingers or any other part of your body would also be immune to your powers. Maybe they are somehow absorbing the energy back into your body and channeling it inside you...but I can't be too sure."

Scott gaped, "how do you know that?!"

I shrugged, "didn't Jean tell you? I'm a genius."

We spent the rest of the day with Scott and Jean, just walking around, looking at the mansion. Scott and I talked about cars, though I wasn't a fanatic like him, I did learn a little from spending so much time with Johnny and Ben working on my car that I could share a few conversations with the man.

By around late afternoon we had to leave. Scott, Jean, Xavier, Ororo and Logan meet us at the front to see us off.

"I can't believe you drive that," Scott said whistling at the sight of my car.

I smiled, "yeah, I call him Doc."

"Creative," Logan smirked.

"I missed you all so much," Jean said as she leaned in giving us all a big hug. When it was my turn she placed a small kiss on my cheek, before removing my psychic dampers. I looked surprised and was about ask why when I heard her voice in my head;

" _Next time, have it be Felicia and you, alone. We three can spend some time,_ together." Jean smiled as she put the earpieces back on my ears, leaving me blushing red.

"Thanks so much for having us professor," MJ said politely, "you really have an amazing place."

"Yeah, glad to see our little Jeany's being taken care off," Liz nodded.

"You are welcome," Xavier nodded, "and please feel free to come and visit any time you wish. Our doors are always open for friends."

"Though next time you better call," Logan growled.

I blinked, "oh wait, that reminds me!" I quickly opened the front and looked through my bag, pulling out my history textbook. I walked up to Logan and opened to the page about world war 2, "here, can you sign this for me?"

Logan and the others looked surprised when I handed him the book. "What are you going on about bub?" Logan asked.

"This," I tapped the photo off Captain America and James Howlett, also know as a Wolverine, I had found the photo a long time ago, it was actually when I realised mutants were a thing in this world, I didn't realise it then but this would be a perfect to tell Logan about his past, without giving away anything, "that is you right? I talked to Cap about it and he told me how cool it was to serve with you. By the way, do you mind me telling him about you? Steve would love to hear about you, between us, the guy's kind of lonely."

Logan's eyes went wide as he stared at the picture, "t-this is me?"

The other mutants looked at the picture, each gasping.

"My God," Xavier gasped.

"Why didn't' I ever notice this!" Jean cried out.

I shrugged, "I'm just more observant."

"Peter, I don't think you understand what you just did. Logan here...I mean, James here has amnesia, he has no idea who he was and now..." Xavier trialed off.

"And now I do," Logan turned the pages trying to find more information about himself but failing too, "dammit! This thing is useless!"

"Calm down Logan, this in itself is a huge step forward, we'll find more, now that we actually know where to start," Xavier assured him.

"I guess," Logan threw the book to me, "tell Rogers I want to talk to him," he growled before slowly looking gloomy, "and kid...thanks."

I blinked, "ah...you're welcome?" I must have been an oscar worthy performance because they totally bought it.

Soon the girls and I were back in my car driving home. This time Felicia was in the front with MJ and Liz asleep in the back. We didn't really talk much, though my head was filled with thoughts and ideas.

There's been something I've been avoiding for sometime now, ever since Ben mentioned my dad had a storage space Downtown where he kept this car along with his other stuff...well, I've been curious. Just what was in there? Could it give me a clue as to what Richard did to Peter's book?

Whatever it is, it's time I take a look into that storage space. But something inside me told me that this would be the start of something, really, really dangerous. Sigh, fucking comicbooks.

* * *

 **Happy New Year.**

 **Sorry it took so long, but I really was working...a lot. Somedays I sleep for three hours...it...it's not preety.**

 **Anyway, here you go as promised, the Spider, updated and ready.**

 **NOTE: I have set up my own website, it's still in it's Beta stage but it should be decent enough to host stories. URL: yashwant-org Or see my bio. Also...don't laugh at my real face, that's just mean.**

 **P.S.- To AcreeX...learn to be PAITENT! God!**


	22. HYDRA's weapon

I looked down into the alley and saw three kids dressed in red and black beat up a small gang of thugs. I should jump in there and put a stop this, I know I should. But….I honestly didn't want to do that.

I leaned back into the shadows and watched as the three vigilantes fought valiantly. They wore a red and black tracksuit with a fabric mask that was stitched to resemble my own. Spray painted onto the middle of their track was a black spider similar to my own. And each were armed with jawbreakers, really putting the hurt onto the thugs.

Copy cats, they were more and more each day and each acted rasher than the ones before. At least these ones looked like they knew what they were doing.

I watched as they fought through the thugs, each wannabe had skill and some level of fighting skill. The thugs had weapons, and though at times it looked like I had to intervene, the copycats handled themselves pretty well.

"We don't need you people here!" the biggest copycat yelled out as he socked a thug across the jaw throwing his unconscious body into his friend's open arms, "spread the word, this place is protected by the Web Warriors!"

The thugs carried their unconscious and ran away, crying out for their lives. I watched as the 'Web Warriors' celebrated their victory, high fiving each other and cheering loudly. I sighed, guess it was time I showed myself.

"What do you think you're doing?" I asked out loud as I crawled down the side of a building.

"S-Spider-man?!" one cried out as they all turned to get a good look at me.

"Oh my God, it really is you," the giant leadr came forward looking like he just woke up and it was Christmas, "HI-I'm Chad sir, it's an honor to meet you."

I narrowed my eyes, "did you just tell me your real name?"

"We-well, yeah, I mean-"

"-Shut it," I hissed jumping off the wall and landing before them. They all gasped in awe my landing, but I ignored them, instead I focused on Chad, "never tell anyone you're real name. That is why you wear a mask in the first place."

"Yes sir," he nodded quickly.

"And don't call me sir," I spat looking at them, "I saw what you did...impressive."

"Alright!" they cheered.

"Which is why I'm giving you all one chance, drop the vigilante shit and go home," I warned them, "this isn't the world you want to see yourself in, trust me."

"W-what do you mean?! You said it yourself, we did great tonight!" Chad argued.

"If you're going to fight crime that's fine," I shot a web line onto the roof, "but don't do it in my name or wearing my symbol. I won't have your fucking deaths on my hands."

"What gives you the right?!" Chad asked sounding betrayed.

I looked at him, "simple, I'm not wearing hockey pads. Get a new name, and a new symbol," I leaped into the air and swung away leaving the gang of copy cats looking pissed and confused.

I knew I should have told them to stop fighting crime all together, but if I did that I would be nothing more than a hypocrypt. They were adults, well some of them look like they are adults. They can make their own choices, I just didn't want them dying trying to act like me.

I swung around the city for a while, I found a few muggings to stop and one car chase near Harlem. But after a while it began to get late, I was about to go home when I noticed something flying through the sky, coming right at me.

I recognized him right away, I leaped onto the building roof and landed in waiting for Tony to catch up.

He slowly however before me in what looked like a brand new suit. It looked bigger and redder than all the others. I whistled, "damn Tony, nice suit."

He cut the power to his thrusters and landed before me. He stood up straight and popped open the head plate showing his face, "thanks, been working on it for a while."

"So?" I sat down on the roof ledge, "what can I help you with?"

"Nothing much, just saw you doing your thing, thought I should say hello," Tony leaned down next to me as we looked at the city.

"It's quite tonight," I told him.

"I doubt this city is ever quite."

"No, it is," I nodded, "once you see the city at it' loudest, nights like this seem like nothing," I turned to him, I could smell fear rolling off him, but not the kind you feel when being attacked, it was more subtle, like a memory of something, it took me a few moments, but I figured it out, "how have you been holding up?"

"What do you mean?" he asked.

"I know PTSD when I see it Tony, you can lie to Pepper and everyone else all you want, but not to me," I pushed the attitude a little, cocky, I know, but I need him to address his issues.

"I...I'm getting better," Tny admitted, "I'm tinkering with a lot of new ideas, it helps me think."

"Good," I nodded, "if you ever need to talk, I'm here."

"Aren't I supposed the mature adult?"

I laughed, "yeah, sure."

"So, how's your summer been?" Tony asked.

"No bad. Fought an alien army, so that's pretty cool. Oh, I also got my dad's old car. It's a piece of junk, but I managed to make something off it."

Tony nodded, "nice. My dad never used to give me anything, it's rare fatherly love."

"You never used to get gifts?" I raised an eyebrow.

"Birthday or otherwise," Tony shrugged, "he always said I needed to earn them, not just received them."

"Sounds like a complicated man," I whispered.

"He's kind of a dick."

"I think mine was worse," I chuckled.

"How so?"

"He…." I looked at Tony, I knew a lot of things about this man, but one thing I knew for sure was that he was loyal to a fault. He wouldn't betray those he cared about and I would like to think I was one of them. So I sighed and spoke, "my powers came to be because he experimented on me as a baby."

Tony's eyes narrowed dangerously, "what?"

"He was a genius, his work revolves around the super soldier serum Cap was experimented on. I don't know the details, but he experimented on my blood, making it...more. I don't know what he did to me, but I do know I'm this way because of him."

"Fuck," Tony spat out looking enraged, he looked at me and slowly rage gave way to pity, "Peter I'm sorry that...that this happened to you."

I shrugged, "neah, don't worry about it. It's because of him I ended up a superhero. Figured he did something good."

"He experimented on his own child-"

"-I'm assuming," I cut in, "I….I don't know for sure."

Tony looked at me before sighing, "well...then find out."

I looked at him, "I..." I sighed and nodded, "yeah, I think I should." I owe Peter that much. He would want to know the truth. I opened my helmet revealing my face to Tony, "could you help me out?"

Tony raised an eyebrow, "what do you need?"

"I did research a little about him in the Baxter building with Sue Storm, but we haven't managed to figure what he did after college. He graduated, got a doctorate, but other than that, nothing. Absolutely nothing. No record of him anywhere. I was thinking maybe if you had the time-"

"Hack into SHIELD and use their resource to find out about your dad without alerting Fury or anyone else? Sure," Tony grinned.

I thanked Tony and wished him a goodnight. The next day I woke up bright and early and drove downtown with Ben in the DeLorean. We arrived at a field of storage containers, each with a number painted onto the sheds in bright orange.

I parked the car and we walked into the field. I looked around, not many cameras in here, just a few around the corners.

"So which one was it?" I asked Ben.

"342," Ben pointed down the rows of containers, "right there."

We stopped in front of storage number 342, it looked like the average container, big metal lock, rusted shutters. Ben kneeled down and quickly unlocked it, lifting the shutters open revealing what I can only describe as a mess.

It looked like a hoarder's wet dream. So many pieces of junk gathered in one place. There were clothes, male and female, computer parts, vials of experiments, mountains upon mountains of papers, pictures, furniture and what looked like a kid's cot.

"After they died I had their stuff moved into his storage space," Ben told me as he walked up to the small cot, "this was yours, when you were just a kid."

I nodded as I looked around, the books were all extremely advanced, something Reed would read for a bit of light reading. Mostly genetics, but a little of quantum physics was mixed in there as well.

I looked to the computers. They were all broken into pieces, but I found their hard drives intact and I think I could probably still use these.

I put them away and then began looking through the various books and papers lying about. Ben just left me too it, walking outside to take a call. I worked through all the documents until I found the ones that dated around the time Rochard's started college.

I gathered them all up, even a few books that I thought would be useful and walked outside. I found Ben looking at a photo album, peering over his shoulder I spotted a tiny Peter Parker being held by his parents.

"They didn't want to go," Ben admitted looking teary eyed, "they hated the idea of leaving. Mary was sure something bad was going to happen. Richard didn't believe her but….I guess she was right."

I looked at the picture, the man didn't look like a mad scientist out to create a monster. He looked like a loving husband and a caring father. He wasn't the man who made monsters. And I had to prove his innocence.

"I'm done uncle Ben, we can go," I told him.

"Right," Ben shut the album and handed it to me, "we can show this to your aunt, she would love to see it."

I nodded in agreement. Ben locked he shutter door behind us and I drove us back home. Once there I locked myself inside my basement lab and began working on hooking up Richard's hard drive into my computer.

After fighting about for a while, the hard drive was an older model, I managed to get the thing to fit, booting it up.

I leaned back and watched as my computer transfer the files over, scanning everything and putting them into my drive.

When it was done I began searching through the files, looking for Richard's research papers. I found a lot of college essays, a few email chains and deep inside the folders I found some porn. Terrible nineties porn. But hey, at least now I can say for sure that Peter's love of redheads came from his dad.

But finally I found something. I locked folder hidden deep within the files. I tried opening it up, but I found that it needed a security code, 10 letters, and not one more. I had one try to get it right.

I put in everything I could, my name, my mother's maiden name, birthday's, even tried the old German scientist that gave Cap his serum. Then when looking through the old books he had I found Richard had a love of Charles Dickens, I tried shortening the name and putting it in, but again, nothing.

I was frustrated, he would need to put the password down, right? This was possibly his life's work, he wouldn't risk not having access to it. I myself had a safety feature on my computer in the Baxter building that allowed Johnny or Sue to use the terminal if I'm not around to grant them access.

So...I turned to the stack of books and notes I took from the storage space. He started his genetic theories in college, meaning he created this file during the time. The passcode could be in here somewhere.

I picked up the books and scrolled through them, trying to find any particular word underlined. Finding nothing more than scribbles from a college student cramming for last minute, I tossed his college books aside and turned to his notes.

I found his handwriting unreadable, guess that's genetic too huh? He did take very detailed notes, formulas upon formulas. I wasn't much of a bio guy, focusing more on machines with a hint of chemistry, but I did understand what he was trying to make.

It was the basic chain of testosterone, and he had altered it in such a way that this new strain will allow the user to bulk up upto three times their muscle mass almost instantly. And it was based on a genetic code he obtained from spiders. Guess even back then the Parker family had a thing for spiders.

I had seen such an application before, Venom, not the evil version of Spider-man, no, I mean the green thing Bane used to beat down Batman.

This was the basic strain that Richard played with, but, it seemed he based his entire paper around this chain. He did eventually give up on it, but….nobody forgot their first theory, I know I still held love for the SA, I even used it as my password, we'll part of it.

He had a nickname for it, 'STR-SPIDER', perfect. I kept the notes besides me as I put in the password. And just like that, it was unlocked.

There were dozens of folders on it, I began the slow process of looking through them all. I found the oldest one dated to just after he left college. I opened it and found various video files. Clicking one I leaned back and watched the video play.

It came on to show a lab with test tubes and other scientific instruments on a table and a chair before them. A young man with brown hair came into frame, it was Richard Parker, my dad.

"Recording of day 1," I spoke with a voice eerily familiar to my own, "I joined a private research la today, I'm not permitted to list its name, the risk of discovery is too high and these people take security very importantly. I was introduced to everyone and was given my own lab to work in. I'm not sure when I can record next, hopefully it will be soon."

The next recording was a month after that. I opened it up;

"It's been a month since I last recorded. I found out what I have to do and...I'm honestly ecstatic," he grinned, "the chance of a lifetime, to recreate what Dr. Abraham Erskine made so many years ago! I started working on what little super soldier serum data that is available, mostly just written down notes though. I found that the spider serum which I devised isn't what Erskine had in mind, sadly I had to scrap that train of thought."

The next video was made the very next day. This time Richard looked red in the face as he wiped his drenched hair with a towel;

"So I meet my partner today," he smiled like a fool, "Mary Fitzpatrick, specializes in genetic splicing, damn that woman's amazing. I swear she's my soulmate, red hair, perfect smile, and that ass! Oh God that ass!" I rolled my eyes, yup, he's Peter's dad alright, "I'm not sure how she feels about me but...oh I'm excited!"

The next video was a year later;

"Mary found something interesting," Richard looked serious, "a manifest down in the archives that many looked over. An author's name wasn't listed, it was about how one could alter the body's cells to accept modifications done to it. Brilliant book, most people here have been using it as a guide for a long time. But Mary had a diffrent theory, that it was more than just a guide. That-"

"Parker? Are you in there?" a woman's voice brought Richard short.

"Here Mary," he immediately shut off the camera.

The next video was made a month after that;

"We have been working on a new formula, one based on the book Mary found," Richard looked exhausted, but he still smiled, "like I was saying, we believe the book was written by none other than Dr. Abraham Erskine himself. We noticed the way he wrote was extremely similar, meaning that this book could have the answers we were looking for," he chuckled, "oh, and on a side note, I finally got Mary to go on a date with me. So that's nice."

The next was nearly a year later, and this time Mary was in the frame with Richard as well;

"Things aren't looking good," Richard looked more tired than I have ever seen him, "we were able to crack half the code of the super soldier formula. We brought it to Herbert and...I should have listened to you Mary," he sighed, Mary wrapped a hand around his and squeezed.

"We made a terrible mistake," Mary continued, "these people weren't who they said they were. People are disappearing, our colleges, anyone who is involved with this project. We are leaving the first thing tomorrow. I have contacted the government and asked for assistance. I don't know what's going to happen now."

And the next recording was three years later. The frame was not inside a well furnished living room that struck a sword in my head. I remembered that place, it was...it was my house. Richard and Mary came into view, looking much older. And in Mary's arms was a little baby boy with brown hair and a red pacifier.

My eyes widened as I touched the screen, that was….Peter...woah. Richard and Mary sat down on the south before the camera, little Peter was jumping up and down in Mary's arms, the woman could barely hold him down as she smiled and waved him gently.

Richard smiled at his family before turning to the sighing, "I prayed I would never have to use this camera again…..they found us. I don't know how, but they did. People have been following Mary and I all week. They want the formula, I just know it. We perfected it half a year ago, but now...it can't ever get into their hands. We have to make sure they can never get their hands on it."

Mary passed the baby into Richard's hands and turned to the camera, "we are putting the videos into RIchard's old computer along with enough evidence to target the man we believe is behind all of this. We pray this gets into the right hands, and that we don't cause a war that could possibly end the human race as we know it."

And the video ended. It was the last one. I cursed and quickly began to look through all the files they had kept with these things. There were documents of land ownership, bank statements, photos of a shady looking lab and even a handful of pictures of a guy with black hair and a thick beard.

All of them were pertaining to one man, Herbert Wyndham. A simple Google search told me a lot about him. Geneticist, of course he was, father was German and mother was Italian. He came to America for college and worked for, you guessed it, a mysterious private lab.

He eventually did leave the country, setting up base in Italy. He gave a couple of guest lectures from time to time, and from what I read he charged a lot for that privilege, guess that's how he keeps the water running.

He looked old, older than uncle Ben, he didn't have an address listed, but he did have a scheduled appearance in a week's time in a college for a lecture about genetic enhancements being the future of humankind.

I tapped my chin, this was a mystery, and I loved mysteries. Well, not really, but when it was this juicy, I couldn't resist. I needed to find out what this man knew, I could interrogate him as Spider-man, but...if Peter Parker was seen traveling to Italy and then some guy interrogates Leister, well you don't need to be a genius to figure that out.

I needed to sneak into Italy, I need...well, I need a private jet. I looked at the clock it was nearing midnight, perfect.

I picked up my phone and dialed in Tony's number. He picked up within seconds, "heya Spider. What can I do you for?"

"Can I ask you a favour?" I asked him with a smile.

 **A week later:**

Felicia and Ben were with my at Stark's private air strip. Yeah, that guy has his own landing strip. Frankly I'm not even surprised anymore.

"Are you sure you have to do this Peter?" Ben asked looking sad, "I thought you were happy at the Baxter building?" I told him and May I was going with Tony to visit the Stark factory in Italy, get a feel of the tech they make there, which of course was a lie.

"I am uncle Ben, I'm honestly just curious as to what Mr. Stark makes," I shrugged, "relax, I'll be fine. I'm with freaking Ironman aren't I?"

"And that's what I'm worried about," Ben grumbled, "trouble follows that man like a magnet-"

"-And I'm sure Peter will duck and hide when it gets dangerous, won't you honey?" Felicia winked.

"Yes sweetie, I promise," I smiled.

"I still don't understand how you got to meet the Tony Stark," Ben said looking over at Tony who was waiting for me by his private jet stairs.

"I told you, he's a friend of Sue's, I asked her for a favour," I shrugged, "relax uncle Ben, I promise I'll be fine."

Ben sighed, "alright, if you're sure." He gave me a hug, "just stay safe, okay slugger?"

I stepped back and nodded, "promise."

"Good, now, I'll leave you two alone," Ben winked at me and walked away and into his car.

I turned to Felicia, "I think May's convinced him to get a wedding place fixed."

Felicia shrugged, "yeah, I figured," she looked at me with narrowed eyes, "what's this about Tiger? And don't give me that bullshit about it being a factory visit, I ain't that stupid."

I smirked, "I wasn't going to lie to you Kitten," I sighed, "it's...it's personal."

"I'm your fucking girlfriend, I handle personal," she hissed.

"I know," I nodded, "I promise, when I get back I'll tell you everything. But I need to do this first, and I need to do it alone," I meet her stare and eventually she backed down with a sigh.

"Fine, but I swear to God, next time you're taking me with you," she hissed, "and you're buying me shoes from Italy, got that? And not the cheap ones, I mean really expensive black ones."

I smirked, "promise," I wrapped my arms around her hips and pulled her in for a kiss. She hummed into our mouths and slowly pulled away, "I'll be home soon."

"Go get 'em Tiger," Felicia smiled. I chuckled, she has no idea how much she sounds like MJ right now.

I see her get into Ben's car and the two of them drive away. I quickly walk into Tony's jet and sat down next to him.

"Questions?" he asked sipping from a glass of whiskey.

"Nothing I couldn't handle," I shrugged as slowly the plane's doors shut and they began to get ready to take off, "just wanted to know why I was going."

"You know you never did tell me why you wanted this," Tony lifted an eyebrow.

"You're right, I didn't," I shrugged, remaining silent to the unasked question.

"You know, I could turn this plane around," he threatened, "all I would have to do is tell the pilot and we won't budge an inch. You'll just have to find another way there, maybe Thor can give you a lift or maybe-"

"My dad and mom worked on the super soldier serum," I cut in, there was no point in not telling him. He would be so annoying for the rest of the trip if I didn't.

"I'm sorry? Aren't they a little...young?"

"Not the original one, I mean they worked on recreating the serum, and," I sighed, "I think they succeeded."

Tony looked at my arms, "is that what he put into you?"

I nodded, "a version of it, I think. But something was wrong, the people they worked for weren't good people. My parents were afraid of them, so they went into hiding, and they died."

Tony looked at his drink and swirled the amber liquid around, "and this includes our trip to Italy how?"

"The head researcher, Herbert Wyndham, they thought he was after them. He's in Italy."

"Well then, let's go find him," Tony smiled.

"No."

"No?"

"No, this is personal, Tony Stark can't be seen with Wyndham, he's too important to spook away. I'll do it, myself."

"In red and black?"

"No, I think a ski mask will work just as well. No one needs to know I'm there."

"So you needed my jet to make sure there's no record of you entering the country, right?" Tony asked. I nodded, he smiled, "always wanted to be a international human trafficker."

We arrived in Italy in ten hours. Tony managed to sneak me out through airport security and we ended up driving to the university that Windham was scheduled to lecture at.

The streets of Rome were amazing, so beautiful and full of life. There were people everywhere, street artists, musicians and of course, cute girls in short skirts. Sigh, nice.

Tony dropped me off before deciding to actually do something useful and check out his factory in Italy. I told him I would call if I needed help.

I walked into the campus and cautiously looked around, people there were older, much older than me, but thanks to my height I don't think people would think I didn't belong.

I managed to sneak into the lecture hall where Windham was to give his speech, and just as I sat down near the back, away from the students, he walked in.

His speech was in Italian, obviously. I had difficulty following it, but I did, good thing I actually picked up some Italian huh?

His lecture was ingenius to say the least. Honestly, this guy could give Sue a run for her money, but then again he is like sixty years older than her. I would like the guy too, if I didn't think he had something to do with Peter's parent's death.

At the end he excused himself and walked out. I followed him as he spoke to the principal of the college and a couple of students. The man shook hands, gave a few career advices and then collected his pay cheque and left.

I followed him closely as he walked out of the college, I did what I was trained to do by SHIELD, be an agent. Nat thought my stealth skills needed work, she kept picking me out of a crowd, but she was an international spy, Wyndham was just an old man.

He got into a car and took off into the streets, I threw a spider shaped tracker onto the bonnet of his car and watched him drive away.

That night I followed the tracker to his house. I was dressed in a black ski mask and clothes with some of Felicia's burglary tools. I asked her for them, she didn't even ask why. God I love that woman.

He had alarms, silent dangerous ones, the best money can buy. I connected my SA to his phone lines, accessing his wifi, and through that I managed to hack into his security system and shut it all down. Yeah, I'm so getting better at this.

Using one of Felicia's laser glass cutters I managed to sneak inside without a sound. I crawled along the ceiling and towards the living room which still had its lights on. I slowly pushed the door open just a crack to peep inside.

The study was old fashioned, shelves of books lining the walls and two chairs next to an open fire place. Wyndham was sitting in one looking at the flames as he sipped his glass of wine. I looked around, he had a computer on his desk near the back.

I creeped into the study and wall crawled my way onto the other side of the room. I made sure not to make a single sound as I slowly crawled down the wall and approached the computer. I took out a copy drive that could scan and copy all the files in the computer and inserted it into the computer.

"So, are you just going to leave without saying goodbye?" Wyndham suddenly asked.

I immediately tucked underneath his desk and stayed still. How did he know?! I was like fucking on the walls! I sniffed the air, no fear, just curiosity came from the man. And slight confusion. He wasn't sure. I kept quiet, hopefully he thought he was just losing his mind.

The old man didn't say a thing, I heard him get up from his seat and walk towards the door, "I know you are here my dear, you can come out."

I popped my head out and saw him leave, did he think I was someone else? Most likely. I turned to the drive and found it glowing green, it had done its work. I snatched it up and put it away safely. I got ready to leave when I heard something move, something big.

"I can't keep living like this!" a woman's cry came out. I was curious. I sneaked to the door and slowly opened it giving me a clear line of sight to the kitchen.

"You must, you know the dangerous people who are after you, interpole, SHIELD," Wyndham spat out the last name. I moved in closer and suddenly a young woman with black hair and a tall busty figure walked into my frame of sight.

"I don't care, they don't even know I'm alive!"

"And if they do they will kill you!" Wyndham yelled out, "and then what will you be?!"

"I'll be free!" the woman's accent was clearly American, what was she doing in Italy?

"Your father didn't want this for you," Wyndham said gently, "he asked me to keep you safe and that's what I'm going to do."

"Keeping me locked up isn't keeping me safe!"

"I know, I know...just give me some time, soon you'll be safe, and then you can do whatever you wish."

"And until then?"

"Until then, you have studying to do young lady," Wyndham smiled, "have you finished the assignment I set out for you?"

"Yeah, I-" she paused and sniffed the air. She looked around curiously before slowly landing her eyes on me. Fuck. "What the hell?!"

She leaped at me, clearing 20 feet in a single bound as she tackled me through the door and pinned me down on the ground. I kicked her off, tossing her through the air. She landed on the wall and was stuck there.

I paused looking at her, she could stick onto walls?!

"Who the hell are you?" she hissed.

I jumped onto my feet, "I'm Pikachu," I need to get out of here, to many unknown variables. I ran to the door, but she jumped into my way. I ducked under a kick and doged her follow up.

I jumped back and engaged in hand to hand combat, she was trained, every strike looked like it was going for the kill, but her execution was shit, Nat would be appealed. I grabbed her arm and threw her over my shoulder.

She landed easily but before she could attack my first met her guy, making her buckle over in pain.

"Sorry beautiful, I have a date and I can't miss it," I jumped towards the window and crashed through it, running out into Wyndham's garden, I saw trees up ahead, I could lose them in there.

"Get back here!" the woman cried out as she leaped out and chased after me. I cursed seeing her catching up, I was running around 20 miles an hour, how the hell is she matching my speed?!

"Can't you just let me go? I swear all I wanted to do was ask you out!" I threw a joke in while thinking about her. She had my powers, agility and endurance. Clone? No, to different, no brown hair. Anyone who knew anything about genes knew that if you wanted to get the same results you needed to use the same genetic sequence, meaning she isn't my clone.

I reached the forest and leaped onto the trees, jumping from branch to branch.

"Oh no you don't!" she yelled as she leaped up and followed me. Damn, what is this girl?! I leaped onto a branch when suddenly a flash of green energy cam flying through the dark night, destroying the branch, sending me flying down into the ground without any support.

Lucky I landed in a squat, I was about to take off again when she launched herself at me, shoving me into the ground, pinning my arms down.

"You aren't going anywhere asshole!" she grinned victoriously. I tried pushing her back but was surprised by her strength, she wasn't normal.

I looked up at her, green eyes similar to that energy beam she shoot of. Energy beam...no, electricity, bio-electric energy, exactly like….oh fuck me.

"Jessica?" I asked in utter shock.

She looked at me in surprise, "how did you know my name?"

"I-I," I looked at her and slowly the world began to die away, I felt something pull inside of me. I felt my body heat up, reacting to her. I smelt maple syrup slowly roll off her body, I could smell her lust.

"W-what's happening," she hissed as slowly she let up on her grip around my arm. I could see her eyes clouding in lust.

"I-I don't," I felt myself get hard, it was involuntary. I reached up to her face and cupped it, I growled feeling an overwhelming sense of lust take me over. And from the way she looked at me, I knew she felt the same.

She kissed me, if ever anyone asked me, I would always swear to that. She kissed me. Her hands went under my shirt as her tongue tried to clean my mouth. She humped my groin as my hands automatically went to her ample behind.

I gave it a spank, she moaned. I tried pulling back, but I could feel lust rolling out from me, so much I felt like I was drowning. My breathing got harder, I smelt her scent, it was...intoxicating.

I rolled her around, getting on top of her. Her hands reached for my pants, I could feel myself grow in excitement, it was just like….oh my God, Felicia!

I felt a rush of pure shame and rage come rising up. I pulled myself out of the lust induced craze I found myself in. I broke the kiss, she looked at me surprised ad in a husky lust filled voice like that of a lover she asked, "what's wrong?"

"I have a girlfriend, sorry," I sent a small amount of bioelectricity through my arms and into her rain soaked clothes.

She jerked in shock and I leaned away, quickly running away as fast as I could. I turned around and saw her getting back on her feet, looking confused, guess she was finally snapping out of it as well.

She didn't follow me, I ended up on a highway and called Tony to get someone to pick me up. As I waited for his car I went through what just happened.

She was like a drug, I couldn't even be in her preceness without an overwhelming desire to rip her clothes off and mount her like a dog. It was...primal. And the only thing I could think off that could do something like that were pheromones.

Jessica Drew, I was sure it was her. She had the powers and the skills to match. But why did I react to her like that? The original Peter Parker never had a problem with Jessica and….oh shit. I'm not the same Peter Parker am I?

I have Jessica's powers too, or at least a portion of it. I can't manipulate pheromones like she could, but I can detect them. So that means….it's like Cindy Moon all over again.

Cindy Moon was bitten by the same spider that bit Peter. Whenever she and Peter meet they couldn't keep their hands off each other. It was a serious problem. Could the same thing be happening with me and Jessica? Since I have similar powers to hers and they both involve pheromone?

It was possible. But why was she there with Wyndham? Wyndham….how do I know that name? I'm now wondering if this man had a bigger role to play in all off this. Jessica was controlled by Hydra before she became a hero, meaning Wyndham is HYDRA, meaning Peter's parents….used to work for HYDRA….FUCK!

* * *

 **Phase 2 has begun. This is where people are borken...meaning Peter will face things he won't be ready for...the begining of the end.**

 **Look...I'm going to be doing plot lines that are...risky to say the least. I want to remind you of two things: 1. so far I have provided you with a nice story. 2: I do somewhat know what I'm doing. So trust me, I have no wish to ruin my own story.**

 **No, I'm not killing off Peter or Felicia, shesh, I'm not GRR Martin. No...but this will be a difficult time, emotionally speaking. Hint hint.**

 **Also, yashwant-org, check it out. You might be suprised, hint hint.**


	23. Attack on HYDRA

"So, what did you find?" Tony asked the moment I walked in.

I held up the flash drive, "let's find out." Tony motioned to his work station. I found a port on the side of the table and put the drive in. Immediately the screen began to display the files.

Tony quickly took hold, searching through the files. He looked focused, like really focused. I watched as he scanned through the files quicker than I ever could before suddenly stopping on one file.

He took a step back, "what's subject-D?"

I sighed, "fuck me."

"You know?"

I nodded, "it's a program I stopped a few months ago while working an assignment for SHIELD. A couple of scientist were forced to recreate a genetic mutation, they were forced to experiment on children."

"How do you force someone do experiment on children?"

"You threaten their family and friends," I shrugged, "I managed to put an end to it, but...it was too late. A lot of kids died before that….I don't understand though, what does a child experimentation ring in New York have to do with an old scientist in Italy?"

"If it was Wyndham, who's a top rank genetesis, then I would wager they used his principles in their experiments. From what you told me, it would be perfect," Tony began typing away at the computer before sighing, "okay, good news and bad news. What do you want first?"

"Good news?"

"Okay, I found a Ghost drive," Tony pulled up a locked folder, "it's labeled, 'Super Serum' project, but-"

"-Let me guess, the bad news is that you can't open it," I sighed, "can't you like, decode it or something?"

"Can't, it's a corrupted file," Tony pulled up the image of a jigsaw puzzle, "only half the pieces are here, the rest are missing. Only with the second half will the file even open."

"So you can't even open it because the files simply don't exist," I sighed in realisation.

Tony nodded, "exactly, but there are plenty of other files we haven't looked through yet. Want to give it a shot?"

I nodded, we spent the night looking through his notes but couldn't find anything solid linking him to the scientists I busted. It was a waste.

The next day Tony flew us back home. I thanked him profusely for helping me out, he didn't mind, after all he got to spend some time away from the lab and away from his PTSD. I tried to tell him to talk to a shirk, but I don't think he really listened to me at all.

When I came back home I found Ben and May there to greet me. I told them all about my trip, details Tony and I agreed upon beforehand, and for the most part they bought it, luckily for me. That night I went downstairs to my lab and inputted the data from Wyndham's computer, comparing his notes with Peter's parent's.

As I did so I heard my basement window slide open, I turned around and suddenly guilt filled my heart as I saw Felicia shimmy inside.

She landed before me with a smile, "hey Tiger." I smiled, I couldn't help myself. I stood up and walked up to her. "So, when did-hm?!"

Her sentence was muffled as I wrapped my arms around her and pushed her onto the basement bed, kissing her in a desperate attempt to ripe away the feeling of Jessica's tongue out of my mind.

She moaned into my kiss before slowly pushing me back, "I didn't know you missed me that much."

"Oh you have no idea," I gave her kiss on her forehead, "Italy was hell."

"Why?"

I sighed, guess it was time to come clean. I told her everything, about how my parent's were involved with my powers, how their experimentations somehow gave me my powers and how I went to Italy to find the man who might be responsible for their deaths.

Felicia listened silently all the while, sitting next to me, holding my hand. At the end she sighed, "I...I guess I understand why you wanted to do this alone, but Peter," she slapped my up the head, "you were planning on breaking into someone's house and you didn't even think of asking me?!"

I rubbed my head sheepishly, "sorry. But," I ran to my desk and grabbed a black cardboard box and gave it to her, "I got you a gift."

She opened it and grinned at the sight of two expensive looking black leather boots with silver lining along the side. "Okay, I guess I can forgive you." she giggled.

I smiled, but slowly I remembered the reason I felt so guilty, why I insisted on buying the most expensive pair of boots Tony could find. Why I nearly went broke buying them. Jessica Drew.

I shouldn't tell her, I know this, but lying to her isn't how one keeps a relationship stable, I know that for a fact. I took a deep breath and sighed, "Felicia, there's...something else."

Felicia looked worried, "what?"

"When I was in Wyndham's place I….I ran into this girl," I paused, "she was like me."

"Like you? What do you mean?"

I looked at her, "she had the same powers I have. She's also the one whose powers I obtained," I sent a spark out off my fingertips, showing her my blue bio-electricity.

"She has spider powers?!" Felicia looked amazed.

I nodded, "yeah. She could climb walls, fast, strong, and I think...I think she can do the pheromones thing as well, and...go a step above."

Felicia narrowed her eyes, "what do you mean?"

"She can control the pheromones of other people," I admitted, "make them angry, sad, happy...and I think we might have been affected by it."

"We?"

I blushed, "she ah, she kind of kissed me," Felicia raised one silver eyebrow, "I didn't kiss her back! I swear! She kissed me and I was like completely shocked and then I don't know happened her powers must have gone haywire or something because the next thing I know she's trying to strip me and I was out of it!"

"So...what you're saying is she drugged you?"

I winced, "yeah...please don't be mad, I didn't really want to."

She was silent, silent for a long time. She looked up me with hate filled eyes, "did you kiss her back?"

"No, never," I felt broken inside, in this entire life my relationship with Felicia is the one thing I knew I could say was mine. Everything else Peter could have done on his own, everything, but her? She was the one choice I made because I actually fell for her. The only one, and to see her go, I don't think-

Felicia got up, I was scared stiff, I prayed she wasn't going to leave. She walked up to me, I begged God, the One above all, Stan Lee, anyone who was listening to make her stay. And suddenly I found her arms wrapped around me and her head resting on my shoulders.

"I'm not going to leave you because some Italian bitch kissed you Peter," she whispered, "did you really think I would do that?"

I couldn't help it, I felt relief wash over me, forcing tears of joy to blur my vision as I wrapped my arms around her, "losing you is something I don't think I can live with Felicia. Never you. I can quit being Spider-man before that."

Felicia didn't say a thing, she knew I didn't want her pity, just her forgiveness. She rubbed my back and held onto her tight. I was acting like a child, I knew it, but for her, I would play the fool for all my life if the need be.

She finally broke the hug and looked down at the shoes, "wait, is that why you brought me such expensive shoes?"

I chuckled, "yeah."

"Huh, maybe you kissing other women might actually be a good thing," Felicia teased.

I rolled my eyes, "I hope not."

"So, are you going to show me what you found?" Felicia asked. I nodded and lead her to my computer showing her all the files my dad had and what I got from Wyndham. I explained what each file contained and even what the Ghost drive that Tony found.

"And that's pretty much it," I finished, "not much, but, at least I know my parents weren't crazy."

"Hm," Felicia nodded as she looked at the screen intensely.

"What is it? See something?" I asked.

"Yes, that," she tapped a folder on my dad's hard drive, "what is that?"

I blinked and looked at the file, "it's his school papers."

"Why is it here?" she asked.

"Well, I think it's because he just put in everything he had on the super soldier serum onto the drive here," I shrugged.

"But did he really start working on it at that age?" Felicia asked.

I nodded, "yeah he's kind of a genius, like yours truly," I grinned, clicking on the file trying to open it, only for an error message to pop up. I blinked, "what the hell?" I read that the file was corrupt and couldn't be open.

"You can't open it?" Felicia asked curiously.

"No, I can't," I hummed, "but...no way….no," I couldn't believe it. I dragged the file and moved it to the ghost drive. I inputted the file into the date and suddenly a new message popped up.

 _File complete, opening now…._

My eyes went wide, "holy. Shit."

The file began to fix itself as slowly it opened up displaying hundred of hundreds of number and formulas I had trouble following, but then a new screen popped up, one with the HYDRA logo emblazoned on it in green.

"Shit!" I yelled, grabbed the main power cord to my computer and ripping it off.

"What was that?" Felicia asked.

"Something bad," I broke open my pc and tore apart all the parts, destroying the CPU and motherboard with my increased strength before ripping the hard drive out. I then went to the wifi router and tore the cables out, no need for the risk.

"Peter, what's going on?" Felicia asked in concern.

I looked at her, "something bad. That...that symbol, it was...it was HYDRA?"

Felicia looked confused, "you mean that nazi group Cap fought?"

I nodded, "yeah, the very same."

"What the hell does your dad have to do with a dead nazi group?!" Felicia asked.

I looked at her, "who told you they were dead?" I sighed turning to my hard drives, "I need to bring this to Fury."

"Can SHIELD be trusted with something like this? Didn't they try to make weapons with that glowing cube thingy?" Felicia asked. I smiled, she's way smarter than people ever give her credit.

"Yes, they did...but if HYDRA comes for the drive it's best to leave it in SHIELD's hands rather in mine, that way Ben, May, MJ and Liz won't be brought into the crossfire," I hissed, "it's a risky call, I know, but….it's the only choice I have."

"You have his phone number or something?" Felicia asked.

I nodded, "something like that."

 **The Next Day:**

"Are you sure you you want to do this?" I asked her for what must have been the hundredth time.

"Yes Tiger, I told you, I'm your girlfriend, I'm not letting you do this alone," Cat huffed as she adjusted her goggles and costume.

"But if you come with me-"

"-What? Fury will find out who I am? Please, I don't doubt he already has some idea. After all that picture of us kissing is all over the place, heck, I saw MJ have a poster of it up on her wall. He will know it's me, or at least have some idea. So don't even think about it Mr. Spider."

I smiled, "yes ma'am." Doc continued to travel through the air. Slowly the clouds started to part and I saw the helicarrier appear before me. It looked better than the last time I saw it, though they still didn't have the retro-reflecting panels up and running, hence why they were out here in the middle of the Atlantic rather than flying over cities.

" _Hello? Is the...pilot of the flying car reading this? This is a restricted area, stop now or you will be shoot down, this is your final warning,_ " came a voice off the radio.

I sighed, I put on my helmet and turned on my communicator, "it's me, Spider-man. Clearance code: I'm a fucking Avenger, let me on board."

" _Ah, right, just give me a second,_ " the voice went off before quickly turning, " _you have been given clearance to land, please use the upper strip near the entrance._ "

"Thanks, will do," I turned off the comms and slowly brought the car in for landing.

"This is so cool," Felicia whispered.

I smiled as I landed the car on the helicarrier and got out. Felicia followed me as we walked towards the helicarrier entrance where Clint was waiting for us with quiver in back and bow in hand.

"Hey Legolas! Nice to see you!" I grinned, waving at him.

"Spider," he rolled his eyes touching his communicator, "Fury, it's really him...yeah, I'll bring him to you."

"So how's it going?" I asked as we walked in, the air pressure immediately lighter the moment we stepped inside.

"Better, no norse Gods tried to take over my mind, so I would say it's been a good day so far," Clint looked at Cat, "so, is this a date?"

I shock my head, "sorry, this time it's strictly business."

We walked into main deck, it looked a lot better than the last time I saw it. I found Fury at the helm putting in commands into his cosel. I looked over and spotted me, "you two are supposed to be in school."

I shrugged, "are you crazy man? It's summer vacation!"

"So why aren't you in a mall with your girlfriend?"

"Something important came up, plus she's right there, so this is kind of like a date."

"No it isn't," Cat cut in.

Fury rolled his eyes, "look kid I don't have time for this, if you're going to show off for-"

"-My father worked for Hydra," I cut him off.

Fury paused, looking at me with his one good eye, "excuse me? Did you fail history kid? Because HYDRA-"

"-Is alive," I stopped him. I reached into my backpack and took out my hard drive, "my parents was working on something, before they died. I found the files, but when I tried to access them, the HYDRA logo popped up. Now correct me if I'm wrong Cat, I am horrible at remembering history, but didn't HYDRA get broken apart at the end of the second world war?"

"They did," Felicia smiled, "meaning the only way their logo got onto a file made in the last decade or so if they are still alive, or-"

"-Someone's using their name," I completed, "but either way, you need to have a look at this."

Fury looked at the drive and took it from my hands. He nodded, "you were right in bringing this to me. I promise, I won't let anyone else get their hands on it."

"Good, and fury," I turned off the voice modulator and lowered my voice to a growl, "I put in a kill virus inside that drive. If you even think of using the data inside that you'll fry your entire system and that drive."

"Really?" he raised an unimpressed eyebrow.

"Yes," I growled back, "don't test me."

He chuckled, "don't' worry, I won't," he handed the drive off to a lab tech and turned to me, "is there anything else?"

"No," I moved back activating the voice changer, "I'll see you at the next Avengers team up or something."

Fury rolled his eyes, before landing on Felicia's costume, "is that the suit I gave you?"

I nodded, "yup."

"You took military hardware and gave it to a thief?" Fury asked with a raised eyebrow.

"Cap's a virgin, Tony's crazy, Nat's a killer, Clint's only trick is with a bow and arrow-"

"-Hey!" he protested.

"-And the Hulk can't raise his blood pressure, meaning no sex. We all aren't perfect," I walked away with Felicia smirking by my side.

"And what about you?" Fury asked.

I looked over my shoulder, "I tend to lose my temper when people I trust betray me. See ya Fury!"

Fury turned out Barton. The archer grumbled, "I hate that kid."

"Really?" Fury asked surprised.

Clint sighed, "he's just a pain in the ass."

"That he is," Fury sighed, "I have no idea how Agent Romanoff deals with him."

"She ah...she has a way with teenagers I guess," Clint shrugged, "you should see her with a baby."

 **With me:**

I flew up back into the city. "That went better than I thought," Cat admitted.

"Yeah, maybe," I sighed, "I just feel like giving him the drive was a mistake."

"You said it yourself, the safest hands are theirs...you weren't lying about the virus right?"

I shook my head, "no. It will fry their systems the moment they try anything. Shouldn't be a problem. I'm guessing right now Fury has his best agents following my dad's trail, trying to figure out what's he's working on."

"And when they figure out it's the super solider serum-"

"-They might try something...I really hope Fury isn't that stupid," I hissed.

I landed the car near an abandoned field in the outskirts of Queens. We changed into our civilians clothes and I drove us in.

"So, what do you want to do today?" Felicia asked.

I smiled, "well, I have no plans. Any ideas?"

"Hm, how does shopping sound?"

I grinned, "sounds great."

I drove us to the closest mall and parked the car. Felicia practically dragged me into the theater where we bought tickets for some romantic garbage movie. I hated it and Felicia, while she would never admit it, loved these kinds of movies.

At the climax the hero was leaving for Chicago, his lover came to see him off in the train. He waited until the last minute before jumping off and onto the platform. He should have broken his ankles, but thanks to movie logic, his lover caught him in the last moment and they lived happily ever after.

I walked out laughing, "why did he think jumping off a train would be a good idea?!"

"Oh stop it Peter, like you wouldn't do the same," Felicia huffed.

"Yeah, maybe, but like, come on, I have spider powers, that guy was just a human!"

"Still, it was such a romantic gesture."

I smiled, "so what? You want me to jump out of a train?"

"Oh no Mr, for me you better be jumping off of planes," Felicia smirked.

"Well I think I can-" I stopped. I felt it. A pull in my core, raw animal instinct clawing in my mind to break free and fuck the woman who made me feel this way. It wasn't love, it was fuckign lust, and I could smell maple syrup in the air.

"Peter? What's wrong?" Felicia asked curiously.

"I...I," I shook my head and looked around, "she's here."

"Who? Who's here?"

"Jessica Drew," I hissed as I looked around. Suddenly, my eyes landed on a figure wearing an overcoat and a baseball hat standing off in the distance. We locked eyes and immediately I knew it was her. I could feel it.

"There," I hissed, pointing at her.

Felicia stepped before me, "think you can control yourself Tiger?"

"I'm trying Kitten," I hissed, Jessica began walking towards us, "we need to run."

"Why? We can take her," Felicia argued.

"Not here, not in front of all these people," I hissed once again grabbing her wrist roughly and pulling her away.

We ran to the stairs when Felicia pulled her hand away, "Peter stop! You're hurting me!"

"I'm sorry," I sighed, "I-I didn't-"

"It's fine," she rubbed her hand, "let's just get out of here."

I cursed, I wasn't thinking, I always had to be careful not to hurt someone with my strength, but with half my mind occupied just trying not to fuck Jessica like a dog in heat, things are getting difficult.

We reached the parking garage, we were all alone. We ran to my car, I saw a black figure chasing after us, their image reflecting off the parked cars we passed by.

Suddenly the jumped onto the boot of a car and leaped at us. "Get back!" I cried out, pushing Felicia to the side as Jessica landed on me.

I kicked her over my head and threw her far away. She landed on her feet and I landed on mine. We looked at each other, I could feel the raw sexual tension seep into my bones, this was really getting old.

She leaped forward and sent a kick at my head. I ducked under it and quickly began to fight back, focusing on my training, on what Nat taught me.

It was like a dance, we knew each other's moves, or at least could predict it. My spider senses were blaring, allowing me to avoid her hits while sending my own. We drew closer together, I could feel her desire for me, but I ignored it and she did soo as well.

She sent a punch at my ribs, I felt one bruise, I kneed her in the gut before sending an elbow swing at her face. She blocked the elbow and sent a fist to my face that felt like a hammer came down on my nose.

Jessica was trained, every attack she could block, every kick she could deflect, but she wasn't used to fighting someone like me. Someone who matched her agility, something I'm betting she abused every fight he got into to get her the advantage.

So I did what anyone would do, I cheated.

She threw a punch, I moved to the side, grabbed her by the hip and threw her across the parking lot. She got back on her feet, when she looked up just in time to see a bolt of blue energy coming for her head.

"Fuc-" it hit her with enough force to sending her flying back into a car.

I panted, "damn."

"You okay?" Felicia asked.

"Just a little banged up," I hissed, I turned to Jessica and found her slowly getting up from the wrecked car door. The car alarm was blaring, she growled and slammed her fist into the bony, crushing the speaker system inside.

"Why are you here," I hissed.

"You stole something from me," she growled back, she was far away, the sexual attraction I usually felt wasn't there.

"I don't know what you mean," I lied.

"No point playing dumb, I know it was you," she narrowed her eyes, "you even smell the same."

'So she can detect pheromones as well,' I noted before speaking, "yeah? So what? I only took what belonged to me."

Jessica blinked, "what?"

"Wyndham isn't who you think he is Jessica, he isn't a good guy, he's a monster and he works for monsters," I hissed, "he killed my parents, he left me an orphan and he did it for power. To get the power to raise an army of humans like us, to make them his weapons...like he's obviously done to you."

"W-what are you talking about?!" Jessica hissed, "Wyndham is a good man! A friend of my father's! He took care of me when no one else would! When I-I-"

"Do you know what he used your blood for?" I asked her. Jessica meet my gaze, "he took your blood samples didn't he? Did he ever tell you what it's for?"

"I-I….it was to get me a cure," Jessica said quietly.

"No Jessica, it was to replicate your powers," I stood up straight, "he had his men experiment on children Jessica, children. They died, all in the effort of creating more people like you, like us. Do you know how many children they killed? Do you? 31, and it would have been 32 if I didn't stop them!"

"Y-you're lying!" Jessica roared, "he wouldn't do that!"

"Ask him!" I spat back, "ask him what the lab at Hunts point was doing! Ask him what he did with your blood! Ask him the names of the 31 children he murdered!"

Jessica looked like she was going to murder me. She charged roaring in rage. Her hands began to glow green with energy as she began to wing wildly at me. I jumped back at her sloppy attacks when suddenly the green energy exploded, sending me flying back.

"Peter!" Felicia cried out as she turned to Jessica, "you bitch!"

I groaned, rubbing my head as I pulled myself up, note to self, learn how to do that. I looked up and saw Felicia taking on Jessica one on one. Fighting the spider powered brunette off, sending a kick to her sternum that made Jessica hold her gut in pain.

Just then Jessica held up her hand and shot out a blast of green energy, hitting Felicia right in the gut.

"Felicia!" I yelled, jumping into the air to catch her from flying back. I held her like a bride, laying her down gently, "are you okay?"

"Stings like a mother fucker," she cursed as she looked at me, "where is she?"

I looked up and around, we were alone, "she's gone."

"Fuck," she got on her feet, "that was like fighting you, expect she didn't hold back."

I nodded, "yeah, but….how did she even find me? She's supposed to be in Italy with….no..."

"What?" Felicia asked.

"Last night, when we booted the drive and connected them...Wyndham must have put in a tracking program that lets him track the files location through the net."

"Is that even possible? You destroyed your computer and modem the moment it happened didn't you?"

"Yes, but that was only after the HYDRA logo was displayed, it could have sent the signal out way before announcing itself," I cursed, "they know where I am, meaning….aunt May, uncle Ben!"

Felicia and I ran to my car without another word. We jumped in and I took off into the streets. I must have jumped three red lights, but there was no one to stop us and I quite frankly didn't care.

We reached my home in record time, I ran into my house and threw the door open, "May! Ben!"

Felicia and I ran inside, looking everywhere. The kitchen was empty, dishes were left out to dry, the tv in the living room was still running, Ben's favorite news show was running.

"This can't be happening," I repeated to myself as I paced around.

"Have you tried calling them? They might have left because of some emergency," Felicia said in a hopeful tone.

"Maybe," I nodded as I quickly dialed Ben's number. It rang for a few moments before someone picked up, "hello?! Uncle Ben?!"

The line was silent, I was about to repeat the statement again when a voice appeared on the other line. "Hello Mr. Parker...or should I say, Spider-man?"

I knew that voice, "Wyndham," I growled, "where are they?"

"Safe, for now," he admitted, "but not for long. We have them, if you ever want to see them alive again bring me all your father's research and I'll give them too you. You have one hour's time, I'll text you the location and the time."

He ended the call. I looked at the phone and growled, "fucking hell!"

Felicia put a calming hand on my shoulder, "are they alive?"

I nodded, "yeah...he wants my dad's drive. And...and he knows I'm Spider-man."

"How?!"

I shrugged, "he saw me using spider powers, he figured out I live in New York and have connections with the Baxter building who have also been seen around with Spider-man, I don't think it would have been too hard for him," or he could have just read SHIELD's files on me.

"What are we going to do now?" Felicia asked.

"I'm going to get the drive back," I told her as I walked out of the house.

"You mean we are going to get that drive back," she told me.

"This isn't a joke Felicia!" I turned around to her, "people I care about are in danger!"

"Which is why you shouldn't do this alone!"

"I'm not putting you in danger-"

"-I'm not letting you go fight nazis! Not alone!" she yelled back.

We stared at each other for the longest time. She wasn't budging, I couldn't imagine life without Ben and May, but without her….oh God help me.

I nodded, "fine, but please, don't die."

Felicia smiled, "wasn't counting on it Tiger." We walked to my car and I quickly drove away to a secluded spot for us to take off and change. "So what's the plan? Fury's not just going to give you the drive back once he knows what it is."

I nodded, "yeah, don't worry though, I go back up," I took up my phone and dialed in a number, "hey, it's me, I need a favour, it's extremely dangerous, possibly a national crime and you might have to fight SHIELD...sigh, yes, you can borrow the car on Sunday for your date."

 **Half-an hour later:**

" _Unidentified flying car please state your identification, this is a restricted-_ "

"It's me you jackass! Who else do you think has a flying time machine?!" I yelled onto the mic in my helmet.

"Shesh, ease up Tiger, he's just trying to do his job," Felicia smiled as she checked her weapons and gadgets, we were in full costume and ready for a fight, just in case.

"Oh he can handle it," I waved her worry aay.

" _Spider-man, you have permission to land, please use the upper strip near the entrance,_ " came the reply.

I landed and we both got out. We walked in, but instead of going to the bridge, we took a turn into the labs placed near the backs. We ran in and Felicia spotted the drive being plugged into a

Terminal.

I walked in, the lab geek there stood up, "hey, you can't be in here!"

"Yeah, I can," I pushed him aside and grabbed the drive, unplugging it, damn, not even a day and already Fury's trying to crack into it. I looked at the tools the techie used and whistled, "damn, impressive. With these things you could have broken into this thing in like, what? A week?"

"A day if I bypass the system lock and donate all available serves to it," the techie shrugged.

"Cool," I extended my hand, "Spider-man."

"Oh, ah, Leopold Fitz," he shook my hand.

"Cool, we should catch up sometime, talk science," I waved to him as we walked out of the lab.

"Oh, right….ah, I don't think you're supposed to take that!" Fitz called out.

"Tell Fury I said thanks for holding onto it for me!" I called out behind me.

Felicia and I ran through the helicarrier. She looked around, "it's empty, should it always be this empty?"

I sighed, "no," we ran out into the open air and there standing before us were three of my teammates. Felicia and I stopped, "hey guys, nice to see you all."

"Spider-man, what do you think you're doing son?" Cap asked. Nat and Clint stood by his side. Cap had his shield at the ready, his costume had changed, he wore the black and white costume from Winter soldier now.

"Nice costume Cap, much cooler," I nodded, "and as for what I'm doing, I'm just taking back something I gave Fury to take care off for me."

"That became SHIELD's property the moment you gave it to us," Clint spoke up, leveling his arrow at me, a red dot hovering over my chest piece.

"That may be, but I did it under the condition that you wouldn't try and find out what was inside, which you kind of did, so..."

"This isn't a joke Peter," Nat cut in, "this can be considered an international crime."

"Oh, right, because you of all people have never done anything like that," it was a low blow, but I was running out of time, there was only half an hour left before Wyndham called me again.

"Peter, whatever's going on, we can deal with it, together," Cap held up a gentle hand, "we don't need to do this."

"Cap, you should be helping me," I spoke up.

"And why's that?" Cap asked.

"Because HYDRA has my uncle and aunt."

Nat's eyes went wide, Clint looked sympathetic. But Steve, Steve looked downright horrified. "W-what? But HYDRA's dead!"

"They aren't," I waved the hard drive before putting it away into my backpack, "they are alive, and they have my family Cap. They want this thing for their lives."

"What's in the drive kid?" Clint asked.

"My father's research."

"Into what?" Nat asked.

"...the Super soldier serum," I completed.

Steve looked horrified, "you can't give HYDRA that drive Peter, if they get their hands on it-"

"-If I don't my uncle and aunt are dead!" I yelled back, "I have to do this Cap!"

"No, you don't," Cap leveled his shield against me.

I sighed, "what are you going to do? Fight me?"

"If I have to, yes."

Seconds passed, I gathered all my thoughts and pushed them aside, I would need all my focus for this. Cap crouched, Felicia and I matched him. He charged forward along with Widow. Felicia did as well, but in the last moment we took a sharp left and ran away.

"What the-"

"Now Johnny!" I cried out into my comns.

"Right!" Johnny jumped out of the back seat of my car and jumped into the air covered in flames. He swooped down and blasted flames between the adults and us.

"You didn't think I was crazy enough to fight you did you?!" I laughed.

Cap leaped across the flames and charged forward, "smart move Pete! But it ends now!"

"No it doesn't!" I sent a repulsor beam at him which he blocked, obviously, but he didn't noticed me throwing a liquid nitrogen pellet at the ground before him.

It exploded and Cap found his boots and feet covered with ice, sticking him to the ground. "Sorry Cap!" I yelled back and I could have sworn I saw him smile.

Felicia and I jumped into the car with Felicia taking the wheel. She hit the gas hard and we took off into the air with Johnny right behind us, dropping into the back seat and turning off his fire.

"Okay, I'll admit, that was a little underwhelming," Johnny sighed, "you promised me danger!"

"Believe me Johnny, the danger's just beginning," I turned to the car's HUD and smiled, "keep the car steady Kitten. I have an idea."

 **Half an hour later:**

The one hour mark was up, I got a text to meet them in a construction site a few miles away from town. Felicia and Johnny hide in the back as I took the car down in for a landing.

"Johnny get your hand off my ass before I shove it where the sun doesn't shine," Felicia hissed.

"Sorry babe, and for your information, I'm a glowing ball of fire, for me where where is there the sun shines," Johnny grinned.

"Not if I shove it in deep enough," Felicia hissed back.

"Well if it's shoving you want-"

"Johnny, if you even complete that sentence I take a dildo the size of Ben's hands and sodomize you with it, understand?" I growled. I heard Johnny gulp, good, no one touches my Kitten. "Good, now remember, stay in here, the code word is 'Drewness', got it?"

"Yes," Felicia nodded before she turned around and glared, "Johnny!"

"Sorry!" he quickly said. I sighed, God help me.

I walked out and slammed the door shut. It was the construction sight for some kind of building, fifty feet tall and a hundred feet across. So far only the iron frame of the building was set up, the concrete was set onto a parking lot besides the building and several sand dunes by the side.

I walked in and immediately spotted a white van parked in the middle of the building. I walked up to it in full costume, no need to hide who I am, he already knows.

I feel a pull, Jessica was here, I looked around and sniffed the air. I looked up at the iron beams twenty feet above me and to the left, I waved. She glared back, guess she wasn't happy I spotted her.

I walked to the van, it opened up and Wyndham walked out with a cane in hand. He smiled, "your father would have loved the costume Peter. So much intelligence into the design, I'll admit, I'm surprised you managed to crack Stark's tech, truly, you are your father's son."

"For what I heard my mother was pretty smart too," I hissed.

"Oh that she was, and while I'm sure your father would have gone on and on about how amazing she was, but he was the real genius," Wyndham smiled a crooked smile, "now, do you have what I asked for?"

"My aunt and uncle first creep."

He nodded, not minding the creep comment. He stepped aside revealing my aunt and uncle tied up and gagged, and by the looks of things, unconscious.

"Now, the files if you please," Wyndham held out his hand.

I looked at him and took out the hard drive ad tossed it to him, "they are all in there."

"For your sake I do hope so," he smiled as he walked away. I ran into the van quickly and to their sides.

"Sir? Ma'am? Are you alright?!" I shook them furiously, trying to wake them up.

"Must you continue this charade?" Wyndham chuckled as he walked out of the construction sight with Jessica following him from above.

I narrowed my eyes at Ben and May, I could smell something from them...something….metallic. I touched Ben's face and traced a finger along his jawline. Suddenly, my fingers slipped into the flesh, I slowly pulled it away reclined robotic features under it.

"You bastard!" I roared as I jumped out the van and ran at Wyndham.

"Jessica dear, if you please," Wyndham waved her down.

Jessica jumped down and faced me. We fought once again, this time she was a lot more focused. I pushed down the lust I felt for her, replacing it with rage and fear for the safety of my loved ones.

"If you ever want to see your loved ones again Peter, you'll do exactly what we say, or they will die," Wyndham said as he watched me and Jessica go at it.

She sent a fist at my gut, I jumped over it, and landed behind her, I shot out two web lines, covering her with webbing.

"What the hell?!" Drew cried out, "how come you can do this but I can't?!"

"Simple, I'm smarter than you," I turned to Wyndham, "you're next," I ran at him.

"Sigh, did you even hear my threat?"

"I did, don't care!" I jumped into the air and came down at him fist first. Inches away from striking his face when suddenly something collided at my side, sending my flying away.

I rolled on my feet and landed just in time to see all the sand in the construction site slowly gather around Wyndham like a protective guardian angel.

"Peter, I would like you too meet an old friend of mine, my very first experiment with human genetics lead to a very fascinating discovery, may I introduce Marko, or as I call him, Sandman," he smirked.

I watched in growing fear as the sand started to form the shape of a man with dark hair and green and black striped shirt. His hands were sand in the form of a hammer and a morning star. He snarled at me, looking more animal than man.

"He isn't much of a thinker sadly, the...procedure sadly left his brain in a sandy mess too. But he listens very well," Wyndham pointed at me and smirked, "get him."

"Drewness! Drewness! Total Drewness" I yelled as I shot out a web line and swung away from a tsunami of sand heading my way.

Johnny came flying out of the car in his flaming glory. "Someone call for a hero-what the fuck is that?!"

"Giant sand monster! Light him up, heat turns sand into glass!" I yelled out as I jumped away from his giant sand hammer fist.

"Get back here!" Jessica yelled out, flexing her arms and breaking my webbing. She jumped onto a beam and chased after me, but just then a black boot covered leg came flying at her face, Drew jumped away, landing on a steel beam with Felicia right behind to her.

Jessica looked Felicia up and down and raised an eyebrow, "who are you supposed to be?"

"The girlfriend of the guy you tried to make out with," Felicia hissed, Drew blushed, but before she should say anything Felicia launched her attack.

Johnny bathed Sandman in flames, melting the left side of his body into glass. The monster roared and swung at Johnny who easily ducked away.

"You're going to have to better than that freak!" Johnny cried out.

"NOT! FREAK!" Sandman yelled as he sent a wave of sand at Johnny, the Torch barely avoided it.

I knew my teammates could handle them, so I set my sights on Wyndham, who looked surprised at the sight of Johnny.

I swung and landed right in front of the man, "didn't think I would come here without back up did you?"

"This is an unexpected surprise, yes, but no matter," he smiled.

"Where are they?" I asked.

"And if I don't tell you?"

I raised my hand at Sandman's body and fired my repulsor beam at full blast, destroying the lower half of his body in a bust of sand. Sandman let out a loud growl of pain.

"Thanks Spider!" Johnny cried out, blasting the sand monster's right arm with flames.

I leveled my arm at the Italian scientist, "that will happen."

"Never start with the threat of death Peter," Wyndham sighed, "you need me to find your uncle and aunt, I'm the only one who knows where they are. You can't afford to kill me. Meaning you'll step down your threat, which also means I have nothing to fear from you."

I nodded, "sound logic, except," I grabbed his arm and twisted it with a snap.

"ARGH!" he cried out, dropping to his knees holding his hand in pain.

"I can still make you beg for death," I growled, putting weight on the arm, "where are they?!"

"Go to hell!"

"You first," I brought him up by the collar and was about to break his face when suddenly,

"Spider! A little help over here!" Johnny cried out.

I turned around to see my friend being cornered by Sandman, sand covering how boyd, he couldn't use his flames. I cursed, I turned to Wyndham and headbutted him, breaking his nose throwing him aside, slipping a tiny little tracker into the helm of his coat.

I ran towards Sandman, "hey ugly!" It looked at me, I leaped into the air and threw several nitrogen capsules at the thing.

"ARGH!" it swung at them causing his entire arm to get frozen. I landed on his arm and raised both arms at it's head firing off twin beams of energy right through it's face.

"Marko! To me!" Wyndham called out.

Suddenly all the sand in the construction yard seeped away, rushing to Wyndham's side as it gathered him up before turning into a large ball of sand that rolled away with such speeds I grew worried that the man inside might not live.

I hissed and turned to Johnny, "you okay?"

Johnny patted the sand away, "yeah, aside from my pride getting hurt for losing to a giant sand castle, I'm just fine."

I nodded, then I turned to Jessica and Felicia fighting on the steel beams. I whistled as Felicia kicked Jessica across the face, a teeth came flying out. She then punched Drew in the gut before throwing a balo to tie her up against a steel beam.

Jessica tried to break free, Felicia walked up to her cracking her knuckles, "next time you even think about sticking your tongue down my boyfriend's throat, I'll rearrange your fucking face," she threw a punch at Jessica's head, throwing her head back and hitting the steel beam, knocking her unconscious.

"Damn, remind me never to piss her off," Johnny whistled.

"What the hell is going on?!" a familiar voice cried out. We three turned to see a SHIELD hover jet landing before us with it's hangar bay doors open and Fury walking out with Cap and about a dozen agents at his back.

"So, how much trouble are we in?" Johnny asked with a grin, almost looking eager.

Fury narrowed his eyes at me, "a lot. Start talking kid, and you best not leave any details."


	24. HYDRA's mistake

"So not only did you find out your father rediscovered the super soldier serum, you yourself found out the formula by combining the files of an Italy geneticist, who is supposedly working for HYDRA, and your dad's old folder, and then proceed to give that sensitive information to said HYDRA agent?"

I looked at him and nodded, "pretty much, yeah." We were in Fury's jet flying through the air.

Fury rubbed his eye, "You're going to give me a heart attack kid."

I shrugged, "maybe, but all's not lost," I opened my SA and displayed a map with a red blip on it, "I'm tracking Wyndham now, we just have to follow him back to wherever he's hiding, I can find my aunt and uncle, you can get that drive back."

Fury looked at the man, "he's going upstate. Somewhere...oh fuck."

"What? What's wrong?"

"That's an ex-CIA blacksite named Treadstone," Fury cursed, "how does he have access to that?"

"A CIA blacksite?" Cap asked, "that's illegal Fury, the CIA-"

"-Isn't our problem, not right now," Fury looked at me, "you are."

I nodded, "yeah, and if you want you can spank me later. But right now, we have a blacksite to break into."

"You can't, at least not this one," Fury glared at it with hate, "it's designed to be unbreakable. Only one man has even gotten in and he's…."

"Dead?" Cap asked.

"No, not by any stretch," Fury's eye landed on me and then on Felicia, lingering on her for a while before he sighed, "damn it, no choice," he pressed his communicator, "Hill, we need him….yes, the personal we discussed….I know, I just hope you're wrong. Pilot, turn this ship around, we have unfinished work to do."

"Who are you bringing in?" I asked, the plane did a sharp turn, we were now going North.

Fury looked at me, "the greatest thief in the world. The only one who has ever successfully sneaked into Treadstone underground base and come out with a list of CIA special agents. We put him in prison for life for that, too dangerous but….I guess this is a special circumstances."

I shrugged, "cool...mind if I call in some help as well?"

Fury raised an eyebrow, "who did you have in mind?"

"Oh you'll like him, he's bald too!" I chuckled as I dialed Jean's personal number, she picked up quickly, "hey Marvel Girl, I need a favour from the X-Men."

 **An hour later:**

We watched as the X-men's plane landed next to the SHIELD jet, we were a few good miles away from the entrance to Treadstone, this way Wyndham wouldn't detect us even if he knew we were following him.

The blackbird's cargo hold opened up and the X-men walked out. Logan and Storm were in the same uniform I saw from before, with Jean and Storm walking right next to them.

Jean's costume had gotten an upgrade. She wore a black armoured one piece with a red 'X' in the middle of her chest and a green jacket. The jacket's sides were yellow with the name Marvel written over her right chest. He face wasn't hidden, displayed proudly for all to see.

Cyclops now wore his signature yellow visor and skin tight blue armour suit. His uniform covered his arms and legs, he had yellow boots and gauntlets with a large yellow 'X' on his chest like a vest.

"Spider!" Jean cried out as she jumped into my arms, hugging me tightly, "I so missed you!"

Scott growled, "you know this guy?"

"What? Oh, right," she looked nervous, "he ah-he-"

"He saved her from Magneto," Storm supplied giggling at Jean's attempt to lie, "they are old friends."

I chuckled, "yeah, by the way, cool costumes you guys, totally digging the skin tight spandex."

"It's not spandex, it's a polymer blend ten times stronger than kevlar, able to stop bullets among...other things," Xavier rolled down the ramp stopping before me and smiling, "it's good to see you again Spider-man."

"You too professor," I shook his hand before stepping aside, "Professor, this is Nick fury, director of SHIELD. Fury, this is-"

"-I know who he is," the man cut in as he glared at Xavier, "when you said you were bringing in backup I didn't think you meant him."

"Is it because I'm a mutant, director Fury?" Xavier asked with a tilt of his head.

"No, it's because you're a man with the ability to brainwash people," Fury shot back.

Xavier smiled, "I see Spider-man's paranoia has rubbed off." Fury gave me a look, I said nothing but shrugged.

"Jimmy?" Cap called out suddenly as all eyes turned to him and Logan.

Logan sniffed Steve, "you ah...you know me bub?"

Steve chuckled, "ah, yes, you could say that. Are you...are you related to James Howlett? Is he your grandfather or-"

"-No," Wolverine cut in, "I'm James Howlett...I think."

"You think?"

"I ah, I lost my memories, didn't even know my own name until the kid here helped me out," he pointed a thumb at me.

"B-but how? How are you even alive?"

I shrugged, "he's a mutant."

Steve nodded to me and then turned to Logan, "it's been so long James I...you really don't remember me? Any of it?"

"Sorry, can't say I do," Logan growled out, "but...if you have time..."

Cap nodded, "just say when, I don't really have anyone to talk to about this, guess people like us aren't very common."

Logan nodded, "you can say that again."

Fury and Xavier went off into one corner to talk while Logan, Storm and Steve were talking to each other. Steve mainly spoke about what he knew about Logan's past, which admittedly wasn't much, even back then he was a private man. But Logan and Storm listened aptly.

"So, what's all this then?" Johnny asked as he walked out of the SHIELD jet, his eyes immediately were drawn to the red head, his jaw dropped, "woah. Who are you?"

"Who are you?" Scott growled getting between Johnny and Jean.

"Have you been living under a rock? I'm Johnny Storm!"

Scott crossed his arms, "and?"

"Hello? Fantastic Four? The Human torch? Ringing any bells here?" Johnny asked.

"No," was Scott's short reply.

Jean giggled, I sighed, "so predictable."

"Maybe," Jean shrugged, "where's Felicia?"

"When we're in costume call her by title, Black Cat," I told her, "she's in the jet, looking over the plans for the place we are trying to break into, it's always been her goal to break into a place like that, guess she's just trying her own thing."

Jean nodded as she I walked into the jet. We passed by an unconscious and tied up Jessica Drew, I felt my arousal increase as we pass by her.

Jean looked at her, "who's she?"

"It's ah...it's complicated," I sighed. We reached the main deck where Cat looked over a detailed holo map of the entire structure.

"Cat!" Jean cried out.

Felicia took her eyes away from the map and widened them in surprise, "Jean? When you did you get here?"

"Just now!" she hugged Felicia before suddenly kissing her on the lips, "I missed you both."

Felicia coughed into her hands, "I see you're still...active."

"Oh give it a rest, as if you wouldn't have done the same," I rolled my eyes.

"Speaking off," Jean turned to me and touched my mask groaning, "how do I take this off?"

I chuckled, "sorry Birdie, but I don't really think me kissing another girl while-"

"-Oh shut up you noble bastard," Felicia flicked the button on the side of my helmet raising the mouthpiece.

"Hey-"my protest was muffled my Jean's lips around my own as she kissed me deeply. Her tongue pushed into my mouth as I slowly gave in and fought back, easily winning as I pushed her tongue back into her mouth.

We broke the kiss, she smiled, "what do you two say to a night out after this?"

Felicia rolled her eyes, "never change Jean."

"Don't plan to," Jean smiled, "now seriously, a night out, you in?"

I shrugged putting my face plate down, "I'll have to take my car from where I left it last, but shouldn't be too much of a hassle."

"Alright! That settles it, tonight we're going out!" Jean grinned.

"Shut up, so loud..." a groan from the hangar doors came out.

"Drew's awake," I sighed as I stepped next to Felicia, "can you handle her?"

Felicia nodded, "yeah, I got this." She and Jean walked up to Jessica's stirring body, with me following behind a good twenty feet back.

"Morning sleeping beauty," Felicia spoke up as Jessica sat down on the seat, her arms and legs tied up in chains.

"Where are I?" Jessica asked.

"SHIELD jet," Felicia supplied.

"No," Jessica looked horrified, "you have to get me out of here, please! You don't know what they're like! They'll kill me! Please you have to-"

"-Hey, it's okay, everything's going to be just fine," Jean cut in, her voice soothing as she placed her fingertips on Jessica's temples, her eyes flashing a shade of orange before she closed them going limp.

"What's going on?" Felicia asked.

"She's in Jessica's mind trying to calm her down," I informed her.

Suddenly Jean woke up again and with her Jessica. Jean smiled, "so, you okay now?"

Jessica nodded, "y-yeah, I guess."

"What was she freaking out about?" I asked.

"She's been lead to believe SHIELD would experiment on her and kill her to access her powers," Jean informed us.

"Woah, that's...woah," I looked at Jessica, "no wonder you thought I was the bad guy."

"Still not sure that you aren't," she hissed.

"Listen spiderling, I ain't the bad guy here, have you seen the news? I stopped an alien invasion, if we were the bad guys, would we have done that?" I asked.

Jessica stayed silent, looking at me. She spoke slowly, "I...I asked about Hunts point, about what they were doing….I can't...I can't believe that-"

"What did he say?" I cut her off.

She looked into my eyes, "that he did what needed to be done. But he said no one got hurt, no one."

"That's a lie," Fury called out as he and Xavier walked in. We all turned to him as he grabbed a SA from his jacket pocket and increased the size.

I whistled, "damn, you a fan Fury?"

"It has its uses," Fury smiled before displaying a file and showing it to Jessica, "31 children, dead. And in their DNA, I understand, is trace amounts of your blood mixed in with deadly amounts of radiation. He killed children, whether you like it to be true or not is up to you."

"He-he promised to cure me," Drew looked like her world just crashed around her, I could sympathies.

"He lied, he was using you to create an army, and now, he just might have one," I walked up to her, resisting the urges I could feel swell up inside of me. I unlocked the cuffs that kept her restrained and quickly stepped away.

Fury and the others looked at me cautiously, I waved their worries away. I turned to Jessica, "that man in there killed my parents and now has my aunt and uncle. He's a monster, he tried to use your blood to make an army for himself, killing children to do it. I'm not blaming you, no, there is only one man to blame, him. If you want, join us, and together we can stop him. No one else will get hurt because of you."

Jessica rubbed her wrists, "I-I….I'm sorry," she looked down in shame.

I sighed and looked to Felicia, "well, I tried."

"Yes, this is Fury," Fury spoke up touching his ear piece, "good, bring him into the jet, we'll plan out our attack here."

"I'll call everyone else here as well," Xavier touched his forehead and focused. I assumed he sent out a psychic message, but then again I can't really be sure.

Soon though everyone had arrived, the X-men, Johnny, who was still glaring daggers at Scott, Cap, who stood next to Logan with a relaxed demeanor, a handful of SHIELD agents and well, my team.

"So who's the special guest you're bringing along?" Logan asked.

"Him," Fury turned to see Nat walking along with a man dressed in a SHIELD operator's uniform. He had a thich white utility belt around his hip and special gloves wearing a half mask that covered his mouth.

His hair was white, he looked old with lines running down his face. His eyes however were green, and very familiar shade of green...wait a minute-

"Daddy?!" Felicia cried out.

"Say what now?!" I blinked in confusion.

The man looked at Felicia in surprise, he lowered his half face mask revealing a white mustache and a small goatee. He looked at her wonder, "Kitten?"

Felicia threw her goggles off and ran to the man. Nat stepped aside as Felicia jumped into her father's arms. We all watched as she cried, hugging him tightly, the man in question looked at her and slowly tears began to fill his eyes, "Kitten!"

"Daddy!" they held each other, I could feel the loose coming from her, I could smell the sadness and utter joy she felt. I watched, we all watched, silently, letting the father and daughter have their moment.

"K-Kitten, what are you doing here?!" he turned to Fury, "did you put her up to this?!"

"No, he did," Fury pointed at me, Felicia's father snapped at me, I gulped in fear, 'Fury you asshole!'

"I-ah, I...it's nice to meet you sir, I'm Spider-man," I went stiff. I swore I heard Jean giggling behind my back.

"And who are you?" he hissed.

"He's ah...he's my friend" Felicia stammered out in a blush, "and he didn't do anything, I came to stop-wait, what the hell am I doing?!" Felicia drew back a fist and clocked her dad across the face, hitting him square on the nose, "where the hell have you been?!"

The rest of us blinked in surprise. Damn, that was a total 180.

"Kitten I-"

"-Do you know what mom's been through?! What happened to us after you left?! Where were you?!"

"I was...I-"

"-With us, in a SHIELD prison so secure not even he could get out," Fury explained.

"Well I wouldn't say that Fury," the man adjusted his nose, grunting in pain, "we had an agreement, I was your prisoner and in exchange you let my family go."

Fury shrugged, "sure."

"I'm sorry, can someone explain what's going on here?" I asked, I really didn't like knowing shit, "I thought Kitten's-" I stopped as the silver haired man glared at me, "I mean, Cat's dad was dead?"

"He was, for all intents and purposes," Fury nodded, "his name is Walter Hardy also know as the Cat. There wasn't a safe he couldn't get into and a building he couldn't breach. He was a pain in the ass, but we finally caught him."

"You mean I let you catch me," Walter looked at his daughter, "to make sure my Kittens would have a normal life, away from me."

"Fat load that did," Logan huffed.

"Enough," Cap called out, "we are wasting time. Every second we waste HYDRA is that much closer to getting the super soldier formula. We need to move, now."

"I'm not going anywhere unless Fury gives me a reason too," Walter spoke up.

Fury raised an eyebrow, "what do you want?"

"My Kitten, she's not going to have any part in this," Walter warned.

"What?!" Felicia cried out, "you can't!"

"I can and I will."

"You can't just leave and then show up one day acting like you're still my dad," Felicia hissed, "you have to right to keep me away from this!"

"Do you even know what this is?!"

"Yes, we're about to break into a top secret ex-CIA black site called Treadstone to get back my boyfriend's aunt and uncle," Felicia huffed.

Walter looked to Fury, "how involved is she?"

"Not much, now, since obviously she doesn't want to leave anywhere, I'm assuming she's coming with us. So, can we all get serious here?" Fury ordered.

Walter looked at Felicia before sighing, "fine, show me the map," the hologram came up, Walter quickly studied it and put a finger on a ventilation shaft a few miles away, "there. That's our entrance. We get in there, there should be a panel we can use to override the security door and open the front doors for us. Get me in there and I can crack it open."

"Good, then we take it by storm," Cap pointed out, "James and I will take the lead, Cyclops and Marvel girl can take bring up the rear with Spider and Johnny. Storm, your powers won't be at a 100% in the narrow corridors. Stay out here and make sure anyone who tries to leave doesn't get far. Nat, you and Black Cat go with Walter and find a way inside, sneak around and find Spider's family. Any questions?"

No one objected.

"I talked to the professor, he'll connect us all telepathically," Fury stated, "so from now one we don't communicate verbally, it'll getting some used to, but we'll adapt."

"Yes, well, all except Spiderman and Blackcat," Xavier spoke up.

"Why?" Fury raised an eyebrow.

"We have mental dampers in our masks, but..." I sighed, tapping my temple, deactivating the sensor, "I guess we can do without it."

Xavier nodded, "thank you for trusting me Spider-man." I nodded, saying nothing. I helped Felicia turn off her mental damper as well.

We moved, Felicia with her father and Nat, we with Johnny, Scott and Jean. Before we went our separate ways I scorched Nat and pulled her aside, "Nat...if something goes wrong, take her out of there. Please."

Natasha nodded, "don't worry Peter, she'll be fine."

I nodded and quickly walked with the rest of my squad as we walked to where the entrance of the facility was supposed to be, a tunnel sized entrance with 10 inch steel reinforced gates. We waited outside for the Cat to open the doors.

" _Peter? Can you hear me?_ " I felt Jean's thoughts enter my head.

I focused my mind and tried to answer nonverbally, " _yeah Jean, what's up?_ "

" _You're worried about her aren't you?_ "

I chuckled, " _you don't need to read my mind to know that._ "

" _I didn't, relax, she can handle herself._ "

" _Kitten has a way of biting off more than she can chew,_ " I told her, " _she's...she's passionate about protecting those she cares about._ "

" _Sounds like someone else I know._ "

I smiled, my nerves calmed down a bit. And then the doors started to open.

"They got in! Move!" Cap ordered as he and Logan lead the charge. They rushed in and suddenly the entrance was covered with a hail of bullets. We hide behind some crates using it as cover.

Cap then jumped out with his shield before him, deflecting all the bullets. Logan growled out and took out his claws, charging into the enemy lines, hacking and slashing his way through.

I didn't like blood, I hated it, I hated the idea of death, but if had to be done. This was HYDRA. I ran behind him with Johnny, Scott and Jean following closely behind.

We fought off the armed soldiers. I sent out repulsor blasts at the ceiling bringing down chunks of rocks over them. Jean threw crates at them while Johnny and Scott blasted them with fire and force.

Suddenly we came across a fork in the hallway. Cap made us stop and looked to either side. "We have to split up. James, you're with me, Spider you take the rest."

I nodded, "you got it Cap!" We quickly split up as I lead my small squad down the narrow hallway.

A door showed up at the end of the corridor. I made them stop, I turned to Jean, "Marvel girl, check to see who's on the other side."

She nodded as she placed her fingers to her temple, focusing on the other side of the door. She blinked, "30 men, all armed, leveing their guns at the door. The moment we step in they will fire at us."

I nodded, I looked at the door, steel, probably can't break through it...unless. "Cyclops, step up," he stood next to me, "on my signal, fire at the door and don't stop, okay?"

He nodded as he put a finger on his visor. I turned to the door and puffed my chest out, "unibeam, max power, fire!"

Twin blasts of concussive force came flying out of his eyes and my chest as the door was ripped off it's hinges and sent flying into the room, knocking out a handful of men.

"Light them up Johnny!" I called out. The flaming man flew over me and into the room, sending out a stream of fire out of his hands into the remaining men. Scott, Jean and I charged in, while the shooters were too busy firing at Johnny we made our move.

Scott started firing into their ranks, knocking them down in waves. I took out my spider shaped shuriken and threw them at the small army, piercing their gun arms before they even had a chance to pull the trigger.

Suddenly the steel door from before flew into the air, I saw Jean focusing on it as she used it to sweep the men off their feet, knocking them all back. The room was clear in two minutes.

I panted looking around, "nice work gang."

"Okay, now this is more my speed," Johnny grinned, "an ancient Nazi organization, kidnappings, bad guys with guns! Hot redheads! It's like someone's been reading my diary!"

"You have a diary?" Scott raised an eyebrow.

"Yeah he does," I chuckled, "I found it once, did you know he still sleeps with his-"

"-Shut it webhead! Or I'll burn your clothes off!" Johnny yelled getting us to laugh pretty hard.

I looked around, we were in what looked like a giant hangar of some kind, heavy equipment were across the room, beams of steel and concret. They were still building this place up.

"We need to move, find out where Wyndham's lab is, Jean can you do a sweep, figure out where any more concious humans are?"

"I'll try," Jean closed her eyes and focused, in seconds she opened them again, "there," she pointed at a small door to our right that had an electronic lock.

"What did you find?" I asked her.

"People, scientists I think, working on something, against their will," Jean narrowed her eyes in hate.

"Sounds like Wyndham's M.O." We reached the door, it was locked.

"Stand back, I'll blast it open," Cyclops said reaching for his visor.

"So need Cyclops," I waved him down pulling out a wire from my gauntlet, inserting it into the keypad, "I got this." It took seconds from my decoder to break the code, it unlocked with a click, "ta-da!"

"Decoder?" Johnny asked.

I nodded, "yup."

I opened the door and slowly walked in. This part of the fort was much cleaner, it looked state of the art. The walls turned to glass the further we walked in. I looked inside, it was a lab of some sort, big enough to hold twenty people, but I saw only four people inside wearing white lab coats.

"Are they loyal to HYDRA?" I asked Jean.

So closed her eyes, "no, none of them are here willingly."

I nodded, "then we get them out of here, now." I walked up to a glass door and quickly unlocked it as well. The door slide open and we walked in.

"Who are you? What are you doing here?" a female scientist asked seeing us.

"We are here to get you out, we are with SHIELD," I told her.

"SHIELD? Really?!" the others cheered.

"We are, right now we need to get you out. Cyclops, Marvel girl, get them out, Johnny and I will keep working our way through them."

"No! You can't!" an older man cried out, "if we leave they'll kill our families!" He ran up to me and grabbed my suit, "you can't do this!"

"I promise nothing will-" I stopped, I couldn't believe my eyes. He was older, so much older. He looked thinner than I remembered but….it's him. My voice cracked, the words came out without me realising it, "d-dad?"

Richard Parker looked at me, his eyes questioning, "I'm sorry?"

"G-get them out! Get them all out!" I yelled at the mutants, Jean flinched, she must have read my mind, fuck.

She and Scott moved to the scientist, "please, follow us."

Richard yelled, "you can't! They'll kill our-"

"-Your family will be fine!" I yelled, holding him back as the rest of them leave.

" _Good luck Peter,_ " Jean wished me as she took them all away.

I turned to the man, I raised my hands to my helmet and unlocked it. "Dude what are you-" Johnny protested but I held up my hand silencing him.

I slowly removed my mask and looked at the tall thin man standing before me. Richard's eyes went wide. I looked at him, "dad?"

"Pe-Peter?" Richard sounded like he was unsure of what he saw, "is that really you?"

"How are you alive?" I touched his face, trying to see if this was another robotic decoy of some kind, but I found no reason to suspect so.

"I-I, your mother and I," tears started to well up in his eyes as he hugged me tightly, "oh my God, my boy, my baby boy!"

My throat choked up, it wasn't fair, I wasn't his son, not his real son. This isn't fair….but what could I do? I slowly hugged him back, "we need to get you out of here dad, now."

"I-I, no, not yet!" Richard broke the hug, "Wyndham has my files! All of them! He can use them to create the super solider serum for HYDRA! We need to stop him!"

I smiled, "relax dad, I already got that covered. He won't be getting anything soon. We need to get you out of here and then find Wyndham, he needs to answer for what he's-"

Spidey senses went wild. "Get down!" I shot a web line at Johnny and pulled him away, ducking down, just as a black figure swished through where we were just a moment ago.

We quickly got back on our feet, I put the mask back on and watched as a ten foot tall figure of black walked out from behind a cabinet.

It was a tiger, or so it seemed. It stood on two legs, had black fur with yellow stripes and a yellow vest on it's back. It's body was rippling with muscles, it looked like it could bend steel with it's arms. It snarled as it's amber eyes leveled at me. It's claws were the size of my hand, it clicked as suddenly it leaped at us.

"Flame on!" Johnny yelled sending a fireball at the thing. The tiger thing was sent flying back and it yipped in pain. I tried to get back up but I quickly sent out a blast of bio-electricity at it, enough to knock a bull unconscious.

"How did you, did you obtain subject D's powers?" Richard asked amazed.

"Kind of," I nodded, "what was that thing?"

"One of Wyndham's side projects. A human animal hybrid strong enough to match Captain America's strength, but dumb, so very dumb."

"Ah guys, we got company," Johnny called out. I turned to see more animal hybrids poor into the lab, each standing on two legs. There was one that looked like a boar, one that looked like a horse and one that looked like a chiwawa. Obviously the last one frightened me the most.

"Alright then," I charged up my repulsors, "let's get cracking."

Johnny and I blasted through the animals like they were paper. Johnny burnt them enough to make them run away while I broke bones with my blasts and fists. I tied them all up with concret webbing, forcing them to stay jumbled up into the giant mess of flesh they were now.

I turned to Richard Parker and gave him a thumb's up, "told you we could handle it. Now come on! We got a job to do!"

Richard nodded blankly as we ran out of the lab and down the corridor. He took the lead, guiding us through the base. We passed by the security room, I stopped and broke open the open quickly with my decoder.

We walked inside and saw two guards aiming their guns at us. Two beams of fire from Johnny melted their guns and split kick from me knocked them out.

I went to the terminal and began to track the SHIELD agents and Cap's location. I found them all in the main hangar I had just cleared out, fighting the Sandman. They were losing, badly! Cap used the area around him to get an advantage, breaking open pipe lines to slow down the monster while Wolverine was just being battered around like a toy.

"Johnny you need to get there and help them, you're the only one who can!" I yelled back.

"On it!" Johnny yelled flaming on and flying off.

I began to move as well, "stay right here, I'll be back soon."

"Where are you going?" Richard asked.

"Sandman, I'm going to stop him," I replied, having no clue how to actually do that. Maybe Cap had it right, use the water, could work.

"What no! You'll be killed!"

"Relax dad, I'll be fine," I told him, "I've dealt with him before."

"Not like this you haven't!" he pointed the Sandman's body, "he's lost control! Wyndham has given him full freedom, he's a monster Peter, one move and you're dead!"

"Well then any suggestions?" I asked.

Richard looked scared, I can't blame him. He thought for a moment before nodding, "yes actually, I do have one."

I blinked but followed him back into his lab. Luckily the animal hybrids were still trapped by my webbing. We went to his work station where he took out a metal box and opened it to reveal two gauntlets.

"I made them for Wyndham to control the thing if he ever got loose, but that never came. They produce a vibrational frequency that will alter the body composition of the Sandman, making him break apart like glass."

I picked up the gauntlets, they weren't that big, I couldn't fit them over my own. I cursed, I needed to make a choice now. I quickly took off my gauntlets and put on Richard's, I felt it hum in energy.

This felt familiar...the shocker, he used gloves like this didn't? Hm, have to look into that later.

I turned to Richard and nodded, "I'll be back soon," I tossed him my gauntlets, "keep them safe for me!"

I didn't wait for a reply as I ran into the main hangar. I saw Cap about to get smashed into red white and blue mush. "Cap!" I yelled, throwing my arms forward and activating the gloves, sending out vibrations strong enough to shatter Sandman's composition.

"WHAT?! NOO!" he looked at his hand and watched it melt away into nothing. The thing focused, tried to call the sand back to it, but failed. "HOW?!"

"It's way to complex for someone like you to understand sand boy," I cried out. Johnny came flying in and picked up Cap, putting him right next to me before circling around and bathing the monster in flames.

"Thanks for that Spider," Cap spat out a wad of sand, "do you have a way to take him down?"

"I think so," I pointed at the gloves.

"Right, then do it!"

I nodded and ran up to the Sandman, jumping around it, blasting out waves of the energy. I pinned down more and more of his sand, reducing his size. Johnny then came swooping down and blasted the thing with enough heat to make the rest of it's body into glass.

I panted as we stepped back, watching the human shaped glass structure land onto the middle of the ground with unmoving sand surrounding it.

"That….was exhausting!" Johnny cried out.

"You're telling me," I sighed, I looked over and saw a hand sticking out the sand, a hand with three metal claws attached to it.

I went over and pulled Logan out of the sand, he gasped and spat out enough sand to make a castle, "I hate the beach."

"Why? Can't swim?" I asked. In response he just growled at me, glaring hateful daggers.

"Son!" I saw Richard run into the hangar with my gauntlets in hand.

"Son?" Cap asked surprised.

"Yeah, guess today's the day when all dad's somehow come back from the grave," I sighed as he approached us, looking at the glass encased Sandman.

"You did it," Richard panted as he looked in awe.

"Hey, we helped," Johnny smirked.

"Thanks for the gauntlets dad, they were amazing," I took them off and gave it to him, putting my own on in exchange.

Richard then turned and gasped at the sight of Cap, "y-your Captain America."

"In the flesh sir," Steve extended his hand.

"I-I've been following your work since I was a boy!" Richard quickly shook his hand, "I base my entire life's work on you."

Steve smiled, "Peter told me what you did, it takes a brave man to stand against evil, especially the way you did."

"I-I didn't do much, I just ran and...oh God," he turned to me with realisation in his eyes, "you fought aliens?!"

I blinked and looked around, "are you talking to me?"

"Yes! You fought aliens! And you're an Avenger! How-Does May and Ben know about this?!"

"No!" I cried out, "and you can't ever tell them! They would freak out!"

"What about me?! I'm your father!"

I shrugged, "think of it like a father son bonding experience. After all, a family that fights evil Nazis together, stays together."

"I think I'm having a heart attack," Richard rubbed his forehead.

"Huh, so that's where he get's it from," Johnny whispered.

"Spider!" I heard a familiar voice. I turned to see Felicia running out of a tunnel entrance with her father, Nat, May and Ben.

"Cat!" I cried out, spreading my arms out.

"Not the time honey!" she yelled. I looked over he shoulder and saw a squad of those animal hybrids chasing them.

"I got it!" I leaped over them and leveled my repulsors at the animals, blasting them back into the tunnel. I kept firing them back down every time they tried to get up, until finally they were all unconscious.

"Ben?" I heard Richard ask.

"Oh my God," came a faint voice. I watched as May fainted on the spot. Walter immediately caught her, while Ben just looked like he was doing his best to not faint as well.

"H-how?" Ben asked.

"It's a long story," Richard sighed.

"One we don't have the time for," Nat grabbed Ben's arm, "you're coming with us, let the others take care of this."

"But I-" Richard looked at me.

"It's fine Dr. Parker, we got this," I gave him a thumb's up. Nat, Walter carrying May, Richard, Ben and Felicia and ran to the exit, Richard throwed me a final look of regret, but I just waved him ahead.

Just then Cyclops and Jean entered, " _we got them all out, SHIELD agents have them,_ " Jean informed me telepathically.

" _Got it,_ " Cap nodded, " _professor, can you get a fix on Wyndham?_ "

" _I have been trying so for the last half an hour captain, I believe he's three floors down,_ " Xavier responded. Huh, I was wondering where he went.

" _Alright, you heard the man, let's move!_ " Cap ordered as he, Logan, Johnny, Scott, Jean and I all followed his lead towards a hallway that lead to a staircase.

They ran down, while I jumped over the side, free falling three floors before shooting a web line and swinging down into the door, slamming it open with my feet.

I landed on my knees and looked up, "woah."

The others quickly came in behind me and stopped in awe. The room was a large corridor filled with ten feet tall vats of blue liquid of some sort. The surface of the vats were frosted over, we couldn't see through their translucent glass surface.

Johnny lite his hand on flames and approached a vat, cleaning away the layer of ice, showing a mangled face underneath.

"What the fuck?!" Johnny cried out s he jumped back. I narrowed my eyes, I etched the face into my memory, Wyndham….you monster.

It was the face of a 12 year old child, blond hair, blue eyes. His mouth had no lips, his face swollen into itself with it's forehead jutting outwards. It was diseased, I prayed it wasn't alive in the first place to begin with, no one deserved such a life.

"Don't feel too bad," Wyndham's voice came through the speakers, we looked around but didn't find him anywhere close. He must be monitoring us through a camera. "They felt no pain."

"Y-you sick bastard!" Johnny cried out, "you twisted son of a bitch!"

"Language Mr. Storm," Wyndham chuckled, "surely you, a child born to a family of scientist can understand that sacrifices have to be made?"

"T-they are dreaming," Jean said with closed eyes, "he's brainwashing them, trying to make them loyal to him...to HYDRA."

"What are these things Wyndham!?" Steve cried out, I looked around, he had to be here, there was no other place for him to hide, no doors, nothing.

"Clones, of you dear captain...I could even go far as to say they are your children," came the evil voice.

"What?" Cap's voice was reduced to a few pitches I felt fear just listening to it, the rage, the utter anger.

"These were my very first attempts to recreate the serum, clones, plain and simple. But you see, they were...defective. Your DNA is very hard to replicate with the few tissue samples we had."

"That's impossible, I never gave any samples," Steve called out. He motioned to us, signing us to move around. I nodded as I jumped into the ceiling, melting into the background of the dark roof.

" _Jean, he has to be somewhere he, can you scan him?_ " Captain asked mentally.

" _Yes sir, I will,_ " Jean closed her eyes as Scott and Johnny stood around her, looking for trouble.

"Yes, you never gave any samples Captain Rogers...but Peggy Carter did," I paused at that, I could almost hear how pleased he was.

Steve's eyes went wide, "what?"

"You didn't know did you? That she was pregnant at the time? That she had your child? A child that...met with an unfortunate accident?" Wyndham laughed.

I blinked, 'this isn't right, this...this isn't part of the movie universe! Did….did I change something?'

"No," Logan gasped, clenching his fists in fury.

"What did you do Wyndham?!" Steve cried out. I moved around, I need to find this guy, now!

"He was such a beautiful child Captain," the monster continued, "he had your eyes...and her hair."

"There!" Jean cried out, pointing at a far away wall.

We all charged ahead, when suddenly all the vats started to vibrate and suddenly, the clones inside jumped out and landed before us, naked like newborns, and each mutilated in some form.

Some were missing their skin, some were missing a limb, some where hunched, one was so deformed he looked like a mutated frog.

"SCREECH!" they all yelled, I heard some of their vocal chords snap from the tension. They charged at us.

I jumped down and grabbed two, throwing them at another group, slamming them all into the ground. I then stepped back and webbed them up to the ground, "there, that should-"

SNAP!

"-Fuck," I hissed, jumping back just as one tried to swipe his three digit hand across my face, only to miss my five feet. They were strong, but stupid.

"These things are fucking creepy!" Johnny cried out as he lunched a fireball at one, only for it to shrug off the flames and tackle Johnny to the ground. "AHH! Get it off! Get it off!"

"I have you," Jean picked up the clone and threw him back, Johnny's eyes were wide with fear as Scott stepped up and blasted a whole bunch of them back into the wall.

"We'll handle this, you find Wyndham!" Logan to Cap and he swiped his claws across a clone's neck, spraying blood everywhere.

"We harvested what we could from your son," Wyndham continued to talk, he wanted to provoke Steve,and judging from the Avenger' face, he was succeeding.

"Shut up!" Steve cried out, throwing his shield at a speaker, destroying it easily before charging at the wall Jean pointed to.

Just then the elevator opened up and out of it poured dozens of those animal hybrids, they quickly surrounded us, helping the clones push us back. I had to jump to avoid a rhino's horn from impaling me.

We stood around in a circle, the clones and animals surrounding us. I looked at cap, he looked pissed, "got a plan cap?"

"Yes, carve a path for me, Wyndham's mine," he growled.

"Short, I like it," Johnny thrusted his hands to the side, flaming on, "ready Cyclops?"

"Say when Flameboy," Scott touched his visor.

"Hey, that's what I call him!" I chuckled.

"Ready?" Cap asked, "fire-"

KAKOOM!

We all stopped and watched a vat come toppling down, crushing the clones and hybrids, clearing a clean path out. And standing on the other side was Jessica Drew with a look of determination on her face, "your route captain."

"Okay, now that's cool," I smiled.

"Move!" Steve yelled, leading the charge with Logan following him. I jumped up, high kicking a tiger Hybrid that tried to pounce on us in the face. I landed outside the mob and stood back to back with Jessica as we punched and kicked the small army back.

"So you changed your mind?" I asked her as we kicked away one deformed clone after another.

"You were right, it's not my fault, but I can at least do something to stop it!" Jessica yelled as she threw several clones away, zapping them with her electricity.

"Cool," I grinned, "guess that makes you a superhero huh?"

"If you say so," she grinned back. Damn...she's kind of cute...I wonder is Felicia and Jean would be open too...neah, no need to be so greedy.

Jean, Scott and Johnny were clearing them out in the droves. Jean pushed them away into the walls while Scott and Johnny blasted them back with pure force and fire. I couldn't help but grin, guess I got my own team now huh?

" _I have a plan!_ " Jean called out.

" _What is it?_ " asked Jessica, who apparently was now linked into our telepathic communications.

" _I'm going to bring the roof down, cut them off!_ " Jean explained as she looked up at the roof, " _Scott, I need you to help me out._ "

" _Just tell me what you need,_ " Scott replied.

"Everyone! Get back!" Jean cried out. Jessica and I jumped away as Johnny sent out a wide spread blast, burning the enemies in front of us. Scott quickly sent two powerful beams at the roof and stepped back, Jean closed her eyes, I felt her brain being stretched to the limits as suddenly the roof came crashing down, dividing the room, cutting off the clones and hybrids.

I panted, watching the dust down, "okay Jean, you officially take Storm's place on my 'coolest mutant powers to have ever' list."

Jean smiled as she bent over, panting, "t-thanks Spider."

"We need to move," Johnny said as Jessica helped Jean up, "Cap might need us."

"Right, can you move Jean?" I asked.

"I'll manage," she sighed.

We quickly took off and found Cap and Logan standing before a broken wall, it looked like Logan had gone all ape shit on it, ripping it apart with his claws. He tore the wall apart and on the other side was a metallic door.

Logan roared and thrusted his claws forward, only for a gigantic electrical feedback to blast him away.

"Logan!" I cried out, jumping into the air and catching him, putting the now, surprisingly extremely heavy, unconscious man on the ground. I felt his pulse, "he's just knocked out."

"I'm afraid even his...impressive metallic claws can't cut through this," Wyndham's face spread on a monitor to the side of the door. He stood in the middle of what looked like a lab, "it has enough electrical current running through it to fry an elephant, I suppose his mutant powers are the only reason he's still alive." He then looked over my shoulder and a sad smile came on his face. "So Jessica, I see you decided to side with the enemy."

"You're my enemy," she growled out.

Cap looked at the man in rage, he threw his shield forward slamming the sharp edge of his shield into the door, making a dent before it flew back into his hands, "what did you do to Peggy?!"

"Nothing, nothing at all," Wyndham smiled, "but your son...well, sacrifices had to be made."

"You monster!" Steve cried out, throwing his shield again and again into the door but it didn't leave anything more than a scratch.

"That door was made to stand a blast from a hundred pounds of TNT, I doubt a frisbee can do any harm to it."

"Then it's a good thing they have me," Cyclops replied stepping forward, sending out a optical blast strong enough to rip apart steel walls, slowly pushing the door apart.

I grinned, I turned to the monster, expecting Wyndham to be sweating bullets, but he didn't, he looked claim, "Impressive indeed, but no matter, I want you to come for me, I expect it, because I have a little surprise for you all."

BOOM!

Cyclops' optic blast ripped apart the door revealing a set of stairs going downwards. We followed cap down the stairs and it lead us into a giant lab with a raised platform in back and Wyndham standing before us, injecting himself with a red syringe.

"What is he doing?" Johnny asked.

Wyndham smiled as he dropped the now empty syringe, "what I did you stupid boy, is make me the next step in human evolution! I must thank you Spider, the data you gave me was invaluable! With it I was able to complete my formula," he threw away his can, spreading his arms out as suddenly his wrinkles started to disappear, "you think I joined HYDRA to become a fucking NAZI?! No! They were just a tool to be used! Like you all! I will now ascend to the highest form of human perfection, evolving beyond what you people think capable! I have unlocked the potential of the human body, I will soon become-"

"Actually evolution is a gradual change over hundreds and hundreds of years. What you're doing is metamorphosing," I called out, cutting the man off. Everyone looked at me, I shrugged, "what? He's a genetsis, he should know this crap!"

"You will be the first I crush Spider!" he roared as slowly he started to grow bigger and bigger, increasing his muscle size.

"Everyone, charge, don't let him finish his change!" Cap cried out.

"Meah, don't bother," I called out.

"What? Why?!" Jessica asked in a panic.

"Because, 3...2...1...and..."

"BRUGH!" Wyndham reached as he vomited out his lunch and several drops of blood.

"That's why," I chuckled, "what type of moron would just inject himself with something that's never been tested?"

"What did you do?!" Wyndham cried out as suddenly his muscles started to shrink, his wrinkles returning and his body losing weight faster than an anorexic beauty queen.

"Did you really think I would just give you the Parker's research?" I chuckled as the others looked at me, I walked forward, stepping on the platform, watching Wyndham curl into a ball as he held his guts.

"Y-you changed the formula?! Impossible! I checked it over myself!"

"Maybe, but you never knew the full formula did you?" I squatted before him, "you see, on the way over to give drive...I decided to be a bit of a dick."

 **Some time ago:**

 _Felicia was behind the wheel as she flew my car towards the meeting point. She looked at me in the passenger's seat as I linked the hard drive to the car's onboard HUD, "what are you doing?" she asked._

" _I'm putting in a trap," I told her as I looked into the formula, memorising it and quickly putting in over a dozen tracking softwares and a few self destruct viruses._

" _Think they would fall for that?" Johnny asked._

" _Worth a shot, I'm not just going to give them the super soldier formula without a fight," I growled, "can you imagine? Nazi's with an army of Caprain America's?"_

" _You know, you should try and change it, so that they can't use it," Felicia suggested._

" _No, from what you told me of this Wyndham guy he's a genetic genius, he would know if something was missing," Johnny shook his head._

 _I stopped typing into my HUd and looked at my friends, "yeah….but if I rewrite the formula, he wouldn't know. He...he might know half of it, just the first half. But the rest...it could be anything."_

" _You have half an hour, do you really think you can make a new super soldier formula in 30 minutes?" Johnny asked._

" _Of course not," I smiled, "but I can make a defective one in less than ten minutes that can seem to be the real thing."_

 **Now:**

"I destroyed the real formula," I walked up to Wyndham's withering form, the other's slowly approaching, "I didn't bother memorizing it, not worth the trouble." I lied, "the thing you injected yourself with? It's a fucking dud. Like the thing between your ears."

"You bastard, you risked your relatives lives for this?!" Wyndham yelled.

"No, they were never going to be in danger," I walked away, spotting the hard drive linked to a computer terminal, "I knew Fury would be pissed, he could come after us and probably send his best agents. I also knew I could convince him the danger of HYDRA possessing the 'super soldier serum'. So all I had to do was get SHIELD to bust my relatives out before you discovered my little trick. Ta da."

"Woah," Jessica blinked.

"Yeah, he's such a Slytherin," Johnny snorted.

"Y-you monster!" Wyndham roared, "do you have any idea what you have done?!"

"Stopped nazis from taking over the world?" I shrugged as I typed away at the computer, suddenly pulling up hundreds upon hundreds of files.

Wyndham's eyes went wide, "w-what?! How are you doing that?! It should be impossible for you to access those servers!"

"Should be, but you see, I also put a little bug in the formula, the moment you stuck it into your terminal to analyse it, my virus was infecting every serve it could, meaning," I plucked the hard drive out, "I now have the location of everything HYDRA you worked with over the past ten hours. Not back for a kid from Queen's huh?"

Wyndham looked like he was going to die right then and there. Instead he just chose to faint.

We walked out of that base, Cap carried Wyndham over his shoulder while Jean telekinetically carried Logan. We found SHIELD agents outside waiting for us with guns pointed at the entrance.

Cap walked forward just as Fury walked passed his men and approached us, "sir, we captured the HYDRA agent Wyndham, and Spider was able to procure vital data on the enemy."

Fury looked at me waving the hard drive, "and just how did he do that?"

"It's ah...it's a long story...you might not like me much after I finish telling you."

Fury narrowed his eyes, "to be frank kid, I don't like you much now." I gulped, great, just what I need.


	25. A New Dawn

"I don't know if I should kill you or thank you, I'm frankly inclined to do the former," Fury growled.

I gulped, "ah, can I explain?"

"What is there to explain?!" he slammed his fist into the conference table startling everyone there, "you forced me to attack an enemy base without a proper plan on false evidence of a national threat! You used an international spy agency like your personal maid service!"

Johnny was standing in the back snickering when Felicia and Jean hit him up the head. Scott just smiled while Cap, Professor X, Storm and Logan looked content to stand away from Fury's...well, fury.

I gulped, "in my defence, because of what I did we now know several other HYDRA base locations that-"

"-That we found have found out if we tracked Wyndham's movements!" Fury roared.

"Not necessarily so sir," Hill suddenly spoke up, "I just got a call from a lab tech, apparently some of these sites are off shore and would have been impossible to connect too-" she stopped immediately the second Fury turned his one good eye on her. She gulped and immediately backed down. Thanks Robin Sparkles, you were totally helpful.

"Sir, I understand what Spider-man did was a breach of protocol and trust, but he did it to save his family," Steve stepped up behind me placing a hand on my shoulder, "he did good work today."

"And he did it alone," Fury narrowed his eye at me, "he didn't tell me or anyone else what he was planning. He-"

"-Actually he did tell us," Johnny spoke, "Cat and I knew right from the beginning and-" Johnny stopped seeing Nick's eyes land on him, "I'm slowly realising I should shut up."

"Good, maybe you didn't melt your brains just yet," Fury narrowed his eye at me again, "what were you thinking?!"

"I was thinking that if I told you the truth you would have opted to wait and see how long it would take for Wyndham to realise his mistake so my little worm would catch a bigger net of HYDRA bases. You would have risked my uncle and aunt's life just for more intel. And I couldn't let that happen."

Fury meet my gaze and I was really glad I still had my helmet on, because I don't think the beads of sweat currently forming on my face gives off the confidence my voice does.

"We'll discuss this later, for now...we have other problems," Fury turned away motioned to an agent. Doors leading to a sleeping quarters opened up and May, Ben, Richard, Walter and Jessica walked in.

Jessica's presence here really got to me, I could ignore it while in battle because my focus was elsewhere, but now, damn she has a fine ass. She looked at me and bit her lips, she could feel it too. We immediately took two steps away from each other, don't want to risk another… 'incident'.

May and Ben held each other, they looked lost and confused, they kept sending Richard side glances, guess they still couldn't believe what they were seeing. Walter immediately went to his daughter's side, holding her close.

Fury stepped back and folded his arms, "Mr. Ben Parker, May Parker, I trust my agents informed you of what is happening currently?"

Ben nodded as he held his wife closely, "a-a sort of terrorist organization wanted my brother's," he turned to Richard standing right next to him, "they wanted his work. And they kidnapped us for it and asked Pete to bring it to them?"

"Where is Peter?" May suddenly blurted out, "is he alright? Did they hurt him?"

"Don't worry Mrs. Parker, Peter is just fine," he smirked before turning to Richard, "now, ain't this a surprise. I thought you were dead Dr. Parker."

Richard nodded, "yes I….it's been a long time."

"How? How? After all this time?" Ben asked with a broken voice, "where were you?"

"Held prisoner, by Wyndham," Richard hung his head in shame, "I...I tried to escape, so many times I tried. But I...I couldn't."

"Why? Why did they...how?" May asked.

"The plane...it didn't crash by accident," Richard looked furious, "they got on board, they grabbed Mary and I and jumped out in parachutes. Hey must have done something to the engines because as we floated down I saw the plane crashing into the middle of the ocean with all the people in it."

"Killing three hundred people just to cover up the kidnapping of two," Logan growled. I had to admit, that was a smart plan, cruel, but smart.

"Mary...she resisted, she...oh God, I saw her parachute snap, she took her kidnapper down with her. I tried to do the same but I...I was too scared. Wyndham had me, he made me work for him under the threat of coming after Peter and you, I couldn't-I couldn't let that happen."

"Did he ask you to make the formula for him?" Fury asked.

"Yes, he did," Richard nodded.

"And why didn't you? You had fifteen years, surely by now you could have done it again," Fury raised an eyebrow.

"Mary...she was the one who had cracked the code," Richard admitted with a smile, "Wyndham, he... he alway considered me the genius and Mary as nothing more than a trophy, but he was wrong. Mary was the true genius, she was the only one who knew how to make the formula. She wanted to tell me but I refused, by then we suspected HYDRA was coming for us, so the fewer people that knew the better. I stalled for as long as I could, a decade or so, until finally Wyndham gave up, he decided to put me on another project, subject-D."

"Me?" Jessica asked.

Richard looked at her and nodded, "yes, you. He wanted me to reproduce your blood, we had found you five years ago and had begun experimenting on your unique powers. I had to make some progress of this front, or else he would have killed my family. So...I helped him. It wasn't much, but I did the bare minimum to keep him happy."

"F-five years? But I've only been awake for ten months!" Jessica cried out.

"Wait, what? Can someone explain this to me? Because I'm totally lost," Johnny asked.

"Jessica was kept frozen in ice," Richard explained, "she was suffering from a rare disease and her father, Jonathan Drew, one of my best friends, saved her life by using an experimental version of his own super soldier serum. It saved her life, but in order for it to do it's work, Jessica had to be put to sleep for a long...long time."

"H-how long?" Cat asked.

"Twenty years," Jessica replied grimly.

"So you can't make the formula huh?" Fury spoke up.

Richard turned to him, "yes, I'm sorry."

"No...no it's fine, best such power be not in the hands of anyone," Fury sent me a glare, "don't know what kind of crazy child might end up with it."

"Awe, I love you too Fury, but you do know I'm straight right?" I snickered.

Fury rolled his eye as he rubbed his temples, "such a pain."

"W-what now?" Ben asked.

Fury looked at him, "I'm sorry?"

"What happens now? Will you let us go?" Ben asked.

Fury nodded, "of course. You two are free to leave, after you talk to one of our lawyers and sign a NDA, this is a national security issue, you can't tell anyone what you saw." Ben and May nodded in understanding. Fury then turned to Richard, "and as for you….well, I suppose you suffered long enough. After a few days talking with our boys in the lab about everything you did for Wyndham, I see no reason to keep you away from your family any longer."

"Really?" Richard's eyes went wide with hope.

Fury nodded, "yes, now-"

"-Thank you!" Richard grabbed Fury into a bear hug, making the spymaster raise a single eyebrow in response.

"I see it's a family thing," Fury grumbled as he called a few agents and escorted the Parker's away, promising them they would be home soon.

"Thank you," I whispered to him.

Fury sighed, "you did save the day...just don't do it alone again." I nodded, remaining silent as Fury then turned to Xavier, "I hate to admit it, but I was wrong. You're X-men were...invaluable."

Charles smiled, "I'm glad we could change your mind Fury, hopefully, if we can convince a man such as you, there is hope for us yet."

"I wouldn't count on it professor, there are people out there with harder heads than mine," Fury smiled, "can I count on your team again?"

Xavier nodded, "that is what I made them for."

"Good, maybe this just might work," Fury extended a hand that Xavier shook, the two men showing nothing but respect for each other.

" _Sorry you guys,but it looks like we can't have that date after all,_ " I heard Jean's voice in my head.

" _Don't worry about it,_ " Felicia shrugged with a smile, " _just tell us when, Peter can fly us over any time._ "

Jean grinned, publically she waved us goodbye, but mentally she was sending us a list of places she wanted to visit later. Felicia and I watched the X-men hope into their jet and fly away, I knew this wouldn't be the last I saw of them, hopefully, I kind of like those guys.

Johnny and Cap then left, Johnny taking off after thanking me for such an awesome adventure and Cap to see if any part of Wyndham's stories were true, if he really did have a son. For his sake, I really hope it wasn't true, but then again, I knew I was kidding myself.

Finally, Fury turned to Walter, "Walter Hardy, as thanks for your services, I hereby reduced your sentence by five years."

"How many years does he have left?" Felicia was quick to ask.

"Two life times," Walter replied much to Felicia's shock.

"What?! But that's not fair! You never hurt anyone! You only stole from those that deserve it and-and, that's not fair."

"I know Kitten, I know," Walter grabbed his crying daughter into a hug, holding her tightly, "I-I'm sorry, but I can't come home just yet. I promise, one day I will return, but until then...please, hug your mother for me, and tell her I love her."

Felicia cried as Fury motioned for two agents to remove Walter. The Cat forcibly removed his daughter from him as he walked away, hanging his head in shame.

"Dad! Don't go!" Felicia cried, she tried to run, but Walter shook his head. Felicia stood there and cried. I slowly walked up behind her and pulled her into a hug. She weeped into my shoulder. I held her, I didn't know what to do, I felt so helpless, I could do nothing but hold the girl I love in my arms as she cried in pain.

SHIELD gave us a ride to the construction site where I left my car. Fury told me May and Ben would only get home tomorrow morning, after a day of debriefing from SHIELD, and Richard would take longer.

I had the huge task of acting out Peter's side of this story, officially, he had accidentally stumbled onto the formula in one of Richard's old hard drives and HYDRA found out. I then contacted SHIELD the moment May and Ben were kidnapped and they took over from there, with the help of Spider-man, Captain America and a few other heroes, they were able to save Peter's dear aunt and uncle.

I really am starting to hate having a secret identity.

As I flew my car across the night sky and turned to Felicia looking out at the window, watching the stars slowly come out. I looked at her eyes, they were so distant, the gears in her head turning, she was thinking and I knew exactly what she was thinking.

"You can't do it alone," I told her.

She looked at me, "do what?"

"You can't free your dad out from whatever prison cell SHIELD has him in."

She glared at me, "you have your father back Peter, but I don't, I won't give up on the man just because-"

"Hey, hey, I'm not saying that-"

"-then what are you saying?!" she snapped.

"I'm saying you can't do it alone," I took off my helmet and turned to her, "you wouldn't last a second. But if you happened to know a badass superhero who was amazing with tech and a penchant for pissing of SHIELD, well, then maybe you have a chance."

Felicia's eyes went wide, "how did you know-"

"-Know what you were planning?" I chuckled, "you're my girlfriend, it's my job to know Kitten," I put my hand around hers and squeezed, "I'll always be on your side Felicia. Always. Just...don't do anything harsh, wait, we can come up with a plan first before-MPH!"

She lunged at me, kissing me on the lips. Doc, the car's AI, immediately took over and stabilized the flight as I wrapped my hands around her and slowly pulled back. She pressed her forehead against mine, "I love you Peter Parker."

I grinned, "I love you Felicia Hardy….please don't try to take on an international government agency all by yourself."

Felicia grinned, "fine. But you owe me."

I rolled my eyes, "if I must."

The next day was...odd to say the least. Ben and May had finally been discharged by SHIELD and I was there at home when they came acting the role of the sick nephew. They acted strange around me, more reserved, I didn't know why until Ben told me later on.

"Peter...there's something you should know...it's about your dad," he told me as May gripped his arm tightly.

'Ah, so that's why,' I realised. I put on an innocent smile, "what about him uncle Ben?"

"He's….he's alive Peter," cue my shock. And then followed a PG version of what happened to Ben and May. Ben had seriously edited the story, he made it look like my mom...Peter's mom...wow, things are getting harder and harder to change huh?

Anyway, he made it sound like Mary didn't commit suicide to stop the formula from getting out, but rather her parachute was faulty. Ben also made Richard's stay with Wyndham seem pleasant, not the torturous ordeal it really was.

By the end I think I deserve an Oscar for the performance I put up. I excused myself by the end of his tale and went out with my backpack. Ben and May thought I needed some space, but really, all I needed was to be out of that house. Acting was hard man!

I made it a few streets down when suddenly I heard someone call me out. "Hey Peter!" I stopped and sighed, so close.

I turned around and saw MJ walking up to me. She wore a loose white top that showed off a black bra strap, a pair of jeans with sandals and a green cap with pink sunglasses.

I smiled, "hey MJ, what's up?"

"Nothing much, so you heading out, what's new with you? Fight any super villains lately?"

"Sh! Not so loud!" I looked around, thank God no one was there, "I do have a secret identity you know!"

MJ rolled her eyes, "right."

"Hey, don't' give me that look. This is all for you I'll have you know."

"What do you mean?" MJ asked as we walked out of our neighbourhood.

"Well think about it. Why do I need a secret identity? Felicia can totally handle herself, girl has mad skill. Ben and May might be in danger, but anyone stupid enough to go after them will have the entire Avengers team on their tail. So yeah, you're really the only one who would be in any danger if people knew my secret identity."

"Oh, so if like Electro decided to kidnap me, you wouldn't come and save me?"

"What? Of course I would!"

"But no Avengers?"

"Well, yeah. I tell them the old couple who helped raise me is in danger, everyone I'll be here in seconds. But I tell them this cute redhead from across the street is missing and I doubt they would all be motivated."

"Hey! That's rude!"

I laughed, "sorry. But it's totally true. Steve has a hero complex, so maybe he would show up, and Tony has a soft spot for family members that actually gives a crap. Hawkeye is...well he's weird, but he's totally a family guy. Black Widow actually knows Ben and May on a personal level, so she would help. Only Thor and Hulk are no shows and that's because one is a God currently off planet and the other is...well, the Hulk."

MJ huffed, "oh please. I hardly believe that. I doubt they would be so willing to help out. Other than you I don't really see those guys as...well, as giving a crap. They just seem so distant."

I smirked, "actually, I know for a fact is anything happened to May and Ben they would come to help."

"Really? How?"

"Where do you think they have been for the past two days?" I asked raising an eyebrow.

MJ's eyes went wide as she stopped on the spot, "what?!"

I smiled as we walked into a park and sat down in an isolated part of the park. I put my backpack to the side and sat with MJ as I told her what happened. Of course I didn't tell her anything classified or sensitive, but I did give her the headlines.

Found dad's old research, Ben and May kidnapped, teamed up with Cap, Widow and SHIELD to save them, took down bad guys, found out my dad was really alive this whole time.

"Whoa...that's like...whoa," MJ blinked in utter amazement, "so your dad's-"

"-Alive and kicking, yup," I snorted, "honestly, I didn't see that coming. I knew exactly what was going to happen, I had it all planned out, but him….I never could have accounted for him MJ...it was like a miracle."

MJ squeezed my hand tightly, "I'm happy for you Peter. Not many people get their parent's back."

I sighed, "yeah, well maybe you can tell me how I'm supposed too….never mind."

MJ nodded, "I guess it will be super awkward, but Peter, I know people who would kill for something like this."

"Maybe...but I'm not his son," I whispered to myself, but she heard me.

"You are his son," she told me, "you are his son and he's your dad….you'll figure it out, I just know it."

"Yeah? And why do you say that?" I asked.

MJ smiled, "you're Spider-man, that's what you do."

I sighed, "MJ, do you think it's some else under that mask? It's me, it's always me. I can't….I'm not some different guy the moment I put it on."

"No, you are, when you have it on you're the real Peter Parker, the real you."

"You really think so?"

MJ smiled, "I know so." I rolled my eyes but said nothing. We both sat in silence as we just rested for a while. Finally MJ spoke again, "how's Felicia?"

I sighed, "she's...she has her own issues to deal with," I didn't tell MJ about Felicia's father, it was a private thing.

"What's more important than helping your boyfriend out?" MJ asked with a snort.

I smiled, "family issues MJ, you know how she is. Believe me, she knows, and the moment she's out of her funk she'll be worried about me too."

MJ shrugged, "right, just saying, if you were my boyfriend I wouldn't leave you hanging."

I snorted, 'really subtle there MJ,' "anyway, what's new with you? Sorry I haven't kept in touch over the summer, it's just-"

MJ waved me off, "-forget about it, I know, I see the NEWS too you know? Spider-man has been pretty busy over the past two months. Helping clean up the city, heck I think last week you saved a cat from a tree or something?"

"It was a cat, but it was from a burning building," I sighed, "the city's in a mess since the attack, the others and I are doing our best but….it'll be back to normal soon, but I don't know how long that might take."

MJ shrugged, "you'll figure it out, you always do."

I smiled, "thanks MJ, nice to know someone believes in me."

MJ smiled as we sat there in silence, just enjoying the breeze.

Eventually I did go back home, talked to May and Ben about Richard and how to act around him. It was a pain in the ass, but I did alright for myself, I think. The next day came quickly and I found myself waiting by the door with Ben and May, just waiting for Richard to arrive.

The door opened and slowly Richard stepped in. He wore a plain white shirt with the SHIELD logo printed on it and a pair of jeans a few sizes bigger than his. He carried a handbag and the moment he looked at me I felt something...something pull at my heartstrings.

"Peter," he smiled.

I gave a tight smile, "hey...dad." The man dropped his bag and walked over to me giving me a tight hug. I hugged him back, though I felt a little awkward doing so. I could hear May sobbing besides me while Ben comforted her, but they weren't sad tears, they were tears of joy.

We eventually moved to the kitchen where May practically shoved food down our throats. Richard ate his food in silence as he took to just looking at me, which was really awkward.

"He's tall," Richard smiled as he ate his waffles.

"That he is. I think he gets that from Mary's side of the family," Ben replied with a smile.

"You both did an amazing job raising him," Richard turned to May, "thank you."

"Oh hush you," Mary flashed him a smile, "he's his father's son after all, he was no trouble."

"No, he was Mary's son," Richard said with a painted tone, "he may look a little bit like me, but he has his mother's heart, and her smile."

"What was she like?" I found myself suddenly asking, "i-if you don't mind talking about her that is."

"She's your mother Peter, it doesn't matter what I want," Richard chuckled, "Mary...Mary was amazing. Brilliant yet humble, the kind of girl you meet every hundred years, if you're lucky. She could light up a room when she walked in."

"She also had quite a temper," May giggled, "I remember this one time, you and her had this little spat about where to spend Peter for school and she didn't talk to you for a week!"

Richard laughed, "yes, she insisted on sending him to a private school, but I thought public to be better."

"Why is that?" I asked.

"Well, you're our son, you were bound to be smart, so sending you somewhere to get smarter is kind of redundant. The one thing your mother and I lacked though, was people skills, we weren't...well, you know how nerds are," Richard chuckled, "I wanted you to have friends, to find out how the world really was. Mary...well, she thought you couldn't cut it."

"Well she was right," I said smugly, "because I'm in a private school and I'm awesome."

Richard and Ben laughed as May ruffled my hair playfully. The meal was finished quickly, Richard now nursed a cup of coffee and sipped it slowly, watching me carefully.

"You really have to stop staring," I told him, "kind of creepy."

"Hey, I haven't seen you for over a decade, deal with it," the man smiled. He still looked a little thin for his size, his cheeks hollowed out, but that smile made him seem just a little more alive.

"So do you know what you're going to do now?" Ben asked.

"I...I'm not really sure," Richard replied, "it's been so long...I don't even have a house."

"Well you can stay here for as long as you want," May told him, "Peter dear, is the basement ready?"

I nodded, "just made it last night aunt May, though I left my lab intact, just in case...dad wants to use it," again, never going to get used to saying that word.

"Why don't you get some rest Rich? I'm sure you need it," Ben smiled, "we can deal with the future together, as a family."

Richard smiled, "thanks Ben," he quickly finished his coffee and got up.

"Come on, I'll show you to your room," I walked before him leading to the basement. I turned on the light and revealed a much cleaner basement than before with clean sheets on the bed and a freshly cleaned floor.

"This is fine Peter, thank you," Richard smiled as he put his single hand bag full of stuff on his bed. He looked around and immediately spotted my lab, "is that yours?"

I nodded, "yeah, I have another workstation at the Baxter building though, so I don't use this much, you're welcome to it if you want."

Richard nodded, "thank you," he sat down on the bed and looked at me, "why didn't you tell them?"

I sighed, I knew this was coming, I pulled up a seat next to him and sat down, "because they would freak out. May has a heart problem, she wouldn't be able to handle it. And Ben...he wouldn't like it, but he would know it was the right thing to do and I'm pretty sure that will make him hate it even more."

Richard sighed, "this isn't what your mother and I wanted for you son. This life, it's, it's not safe."

"With great power..."

"...comes great responsibility," Richard snorted, "yeah, I know. You're grandfather used to say that to me all the time. Ben always took to it but me...well, I know the consequences of power."

I nodded, "yeah, I know you do."

"Did you really destroy it? All of it?" Richard asked.

"Yeah."

"And you didn't memorize it?"

"Yeah," I didn't even hesitate, the formula was my biggest secret, no way I would ever tell anyone about it, not even my...dad. Damn this is weird.

"Good, let it stay buried," Richard nodded as he rubbed his hands nervously. He looked at me and for a while we both said nothing, he finally broke that silence, "so, the Baxter building huh?"

I grinned, "yeah...hey dad, you need a job right?" The man looked surprised but nodded slowly.

 **The Next Day:**

"Hello there, I'm Susan," Sue smiled as she shook Richard's hand, "welcome to the Baxter building."

"Woah," Richard said as he stared in open awe at the living room of the FF.

"Yeah," I patted him on the shoulder, "you'll get used to it."

"Yo Peter!" Johnny called out as he came flying inside, turning off his flames and landing before me, "hey man. Oh, hey Dr. Parker, fancy seeing you here."

"Hello," Richard replied slowly, "Johnny, right?"

"Yup," Johnny grinned, "not to be rude or anything, but ah, what exactly are you doing here?"

"Well, he needs a job, and I figured this might be the best place for him," I shrugged, "it's either that go work for someone like Osborn or Stark. The former being a maniac and the latter...well, a charming maniac."

"And considering the things he's been able to do for Wyndham, I'm sure he's more than qualified," Susan smiled, "it's about time we get someone specialising in genetics around here, the only other person is me and I'm honestly too busy with paperwork and managing the foundation."

"I'll help where I can," Richard nodded.

"Great, come on, I'll show you where you can work," Sue guided him into the corridor with our labs. His lab was a few doors down from mine, plenty of place to keep my work private.

"So, you're dad's going to be working here huh?" Johnny said looking at Sue and Richard talk to each other in hushed tones, "how are you dealing?"

"I'm freaking out man," I admitted, "I honestly have no idea how I'm supposed to act right now. I haven't seen the man ever, hell, I thought he was dead most of my life!"

"Well, all I know is if that was my dad? I would spend every second I could with him," Johnny sighed.

I smiled at him, patting his shoulder, "so...you want to beat up criminals?"

"Hell yeah!"

"I'll get my suit," I chuckled, running into my lab to do just that.

I had a month of free time after that. Richard was quickly settling into his lab at the Baxter building and ended up teaching even Sue a thing or two about genetics. He wanted to continue doing his research, but I quickly warned him off it, it was too dangerous, and he agreed. Poor guy, his world was just broken in half, he doesn't deserve this.

I did however keep myself busy, I helped the local police take down a drug ring over the course of a month, breaking them down piece by piece until they were so desperate, it was laughable how easy it was to break them up.

People really liked seeing Spider-man swinging around their city, said it gave them hope that things would be better. There were more copycats every day, I did my best to discourage them, even ranting on social media about how they were putting themselves in danger. But of course they didn't listen to me.

Nat had continued to train me on a regular basis now, my fighting skills weren't really up to her level, but I'm getting there soon enough. Whenever she wasn't around, _David_ was my instructor, asshole. Either way my SHIELD training was slowly progressing, I have a feeling Fury's going to call me up for a mission any day now.

I spent some time with Richard, a few nights in the Baxter building eating dinner alone. Dinner being pizza I swung in. I'm pretty sure Sue cleared out the entire den whenever RIchard and I sat for dinner, I once saw Ben trying to sneak into Johnny's lab with take out. I asked Reed about it but the guy just smiled and replied, 'he's your dad, spend some time with him why don't you?'

Stupid lovable goofs.

I called up Jean a few times, apparently Logan had increased their training regime by two-fold, apparently the fact that they didn't automatically win made him very frustrated. Jean kept complaining about it, Felicia and I visited her a couple of times, though we never could stay for long.

And speaking off the hottest girl in the world, who is my girlfriend, she is currently trying to crack open a very nice looking safe.

"So ah, this really isn't what I had in mind when you asked me if we should go out tonight," I told Cat as I hanged from the ceiling on a web line.

"Well, if you want after this we could go get dinner," she smiled as she placed a laser on the metal case, slowly cutting it open. It was something I invented, a very handy tool if I do say so myself.

"So what did this guy do to face the wrath of the Black Cat?" I asked her.

"Smuggles blood diamonds," Cat replied, "used people's bodies to do it. And after they're done being his mule he kills them and throws them into the river."

I whistled, "damn, bad guy. You have proof?"

"Yup. Pictures and everything."

"So why didn't you call the cops?"

"He has a very good lawyer," she grumbled. The case opened and Cat smiled, pulling a large bag out. She opened it revealing a large collection of diamonds, "nice."

"And what exactly do you plan on doing with said diamonds?" I asked as we crawled through the air vents. Cat was leading, so I got a very clear view at fine ass as she shimmied in front of me.

"Maybe fence them, put the cash in several charities across the globe. You know, the usual," she came out of the air vent and onto the building's roof.

I climbed and immediately grabbed her, carrying her bridal style and slowly spinning her around, "alright, now that business is over, care for a romantic night out on the town?"

"Hm, I like the sound of that," she looked over my shoulder and smiled, "though I don't think they like that idea."

"Stop right there!" a couple of men came flying out onto the roof with guns blazing.

"See you later alligator!" I cried out as I leaped off the ledge with Cat in my arms.

"WOHOOO!" she cried in joy as one of my robo arms popped out and shoot out a web line, swinging us away from safety and away from the bullets.

"You really do overreact a lot," I smiled, holding her tight as we swung through the city's skyline.

"Oh please, I just appreciate the amazing feeling you get when you swing through the city," Felicia smiled.

I chuckled, "yeah, I guess." I took us to Central Park, landing near the edges of the park, away from prying eyes. We then walked to the Metropolitan museum of Art and climbed onto the roof.

There Felicia gasped as she saw a picnic basket and a blanket. "Peter, you really shouldn't have."

I shrugged, "hey, school's going to start tomorrow, the summer just went by so fast. I figured you and I needed to spend one night together," I sat down and patted the seat besides me.

Felicia smiled a she did so. The night was calm, the sky clear as the moon shined down on us. I opened the picnic basket and took out several boxes of tupperware with May's home made lasagna inside.

Felicia liked her lips as she grabbed her fork, "is that May's lasagna?"

I chuckled, "yup."

"Give me!" Cat grabbed the box and practically inhaled the delicious food, "so good!"

I laughed as I slide my mouth pieces up, "you know, keep eating like that I'm going have to adjust the size of your costume."

"Watch it Mr.," she pointed her fork threateningly at me, "I'm armed and dangerous. And did you just call me fat?"

"Nope, I'm not that stupid," I smiled as I took out another box of lasagna and a fork.

"You brought more?"

"I know how much you like May's cooking," shrugged as I ate my box, far slower than Felicia, actually chewing my food.

"Thanks Spider," she smiled, "so, looking forward for the new school year?"

I shrugged, "you tell me. I basically have a free pass, I'm already working, so May and Ben are more understanding."

"Mom's a pain, the one thing she does actually care about is my education," Felicia grumbled, "stupid woman."

"Well just think, two more years then you're scott free!" I smiled, "actually, now that I think about it, it's actually just one year right?"

Felicia blinked, "what?"

I smiled as I reach back and took out a small black box. I gave it her as Cat carefully opened it, gasping at the sight of two silver bracelets.

"Happy birthday Kitten," I whispered as I leaned in and kissed her on the cheek.

"H-how did you know!" Felicia asked looking shocked, "I never told anyone!"

"Yeah, I know, but I had Reed hack into the government's database and check on your birth certificate," I shrugged.

Felicia rolled her eyes, "or, I don't know, you could have just asked me."

"Would you have told me the truth?" I smiled.

"Yes…..no….maybe," Felicia blushed.

"I love you too," I leaned towards her, "well? Try them on."

Felicia nodded as she slipped the silver bracelets onto her wrists, one on each hand. Suddenly started buzzing alive, shirking down to fit comfortably in her wrists.

"What are they?" Felicia asked.

"Well, I know how much you like swinging through the city, so," I pressed the bracelet and suddenly a small mechanical lever popped out and extended to the palm of her hand, "I figured you should have your own web shooters."

"Peter," she said in awe, "you shouldn't have."

I shrugged, "yeah, but I did. So? Give it a wave."

Felicia smiled, she aimed and fired a web line out of her shooters that came out like a bullets, sticking onto a tree branch.

"I had the settings on quick shot webbing, I figured you really wouldn't need anything else. It has enough webbing to last you a month, maybe, if you are running low it'll-OMPH!"

She jumped on me, kissing my on the lips. I smiled as I leaned on my back and wrapped my arms around her. She drew back and slowly the moon's silver beams ran through her hair, giving her a halo of pure light.

"We are totally moving in together," Felicia said with a smile.

I was stunned, "w-what?!"

"I-I, sorry, I just, it just came out-"

"-Y-you want to live together?!" I squeaked out in a small pathetic voice.

"Well I was thinking about it, you mentioned getting free of my mom in a year's time, I figure with your job and my...hobby, we could get our own place. It wouldn't be that hard and-oh my god I'm rambling and-"

I pressed my finger on her lips, "breath kitten," she took a deep breath and let it out. "Now, I think we're a little young to be moving in together, I'm still 16, and you're 17, if you want to move in with me you're going to have to wait two years."

Felicia nodded, "yeah, I know, forget I said anything."

"Oh hell no!" I smiled, "you so cannot just take this back! You said it yourself, in two years time you're moving in with me, got it?"

"Wait, what?"

I shrugged, "I think it's a great idea. Just, we're too young, that's all."

Felicia's face turned from shock to joy as she kissed me once again. I spent the rest of the night teaching her how to use the web shooters, after which we went out into the city for her first web swinging. And I swear, for a beginner, she's a natural.


	26. Like Father, Like Daughter

"Why?" I asked for what I felt was the hundredth time.

"Because going to school is what a normal 16 year old should be doing," Richard replied.

"Really? Do normal sixteen year olds work in the same building as the smartest man alive?" I raised an eyebrow.

"No, but do need to develop people skills, which is why your mother and I wanted you to go to school in the first place."

"I have great people skills!" I called out.

"Really?"

"Yes," I nodded, "I mean heck, how many kids do you know that has Tony Stark's number on speed dial, Cap's home address and Hulk's spare purple pants?"

Richard sighed, "the Avengers aren't regular people Peter. You need to do this to make friends."

"I have friends!"

"Really? How many?"

"Ah….five?" I blinked, wow, did I really know so few people?

"You're going to school," Richard replied with a serious glare, "no arguments."

"You know, if you just let me start college already I would get on amazingly with the mature crowd there."

"You have to get used to dealing with morons Peter, that's the burden of being a genius," Richard replied grabbing my backpack and throwing it to me, "relax kiddo, you'll have fun."

I rolled my eyes, "I hate you so much right now."

"I'm sure you do," the man chuckled as I walked out of the house. I saw Ben and May finally coming out from hiding and talk to Richard, guess they wanted this to be a father and son moment.

I looked at the drive way and smiled at the sight of my car, well, at least not everything will be the same.

"Hey Peter," MJ called out as she came over from across the street, "ready for a new year?"

I raised an eyebrow looking at her brand new clothes. She wore a pair of jeans, an open pink shirt over a long sleeved white shirt with a heart shaped spider-man face in the middle.

"Nice shirt," I smiled, "get in."

MJ chuckled as she sat in the passenger's seat putting her bag in the back, "so, going to pick up Felicia?"

"No," I told her as I backed out of the driveway, "she said she'll be coming on her own and Liz said she got her own ride."

"She did?" MJ asked surprised, "she didn't tell me."

"Me neither," I shrugged, "I just think she's jealous. I mean, come on, what could compare my baby?"

MJ rolled her eyes, "and just when I thought you couldn't become even more of a nerd."

"Hey! I'm a freaking superhero! How is that being a nerd?!"

"Just because you're a superhero doesn't mean you aren't a nerd," MJ grinned.

"Damn red heads," I chuckled as we drove to school. We arrived quickly, guess there was a big difference when going on a long winding bus route rather than a direct trip to school. I did spend some time in the parking lot though, find a place to park, honestly it was such a pain in the butt, I'm almost tempted to just web swing my way to school.

MJ and I got out of the car just as a familiar mercedes pulled up besides us. The top was down so we could see Harry and Flash staring at us and then to the car.

"Damn, where did you get that piece of junk?" Flash laughed as he jumped out and kicked it's rims, "what? Was it on sale and the garbage dump?"

"How did you even get that thing to run Parker?" Harry laughed, "it must have been a pain to restore."

I shrugged, "money well spent," I motioned to MJ and we quickly left.

"Hey wait up!" Harry called out, great, just great. He and Flash flanked us as we walked into the school ground. "So, what happened to Felicia? You guys broke up?"

I raised an eyebrow, "no, why did you think that?"

"Because you arrived in school with her," Harry pointed at MJ who simply glared back.

"Oh yeah, that makes total sense, and it has nothing to do the fact that Peter and I are neighbors," MJ rolled her eyes.

"Well I don't know man, if I had a girl I ended up coming to school with someone else, well that's a pretty good sign things are bad," Harry chuckled.

"Hey Pete, would you mind if I tried for Hardy?" Flash asked.

I glared at him, "do it and she'll kick you in the balls."

"Harsh," Harry snorted, "come on Flash, I see some new blood that needs introducing," he pointed at a couple of freshmen walking in.

I glared and moved to stop them when MJ grabbed my shoulder, "relax Peter, they won't get far," she pointed at the vice principal suddenly walking over. Flash and Harry spotted him too and immediately the stopped what they were doing.

I sighed, "first day here and I already have a headache."

"Hm, where's Liz? I figured she would be here by now," MJ asked looking around.

"Did someone say my name?!" Liz called out as suddenly she came rolling in, throwing her arms around MJ's shoulder, "hey guys!"

"Hey Liz," I smiled, "excited for a new day?"

"You bet your ass I am!" Liz grinned, "anyway, where's Felicia?"

"She said she was coming on her own," MJ shrugged.

"Oh? She got a ride?" Liz asked.

"Not exactly," I said with a smile as I pointed upwards. The girls turned just in time to see Felicia, now in costume as the Black Cat, swing over the school and disappear out of sight. I saw several other students try and take a picture, but they all lost sight of her quickly. Thank God for big buildings.

"How did...how did she do that?" Liz asked.

"Web shooters, I made her a pair for her birthday," I replied with a shrug.

"Can you make me some?" MJ asked.

"Are you a master gymnast with amazing balance?" I asked.

"Ah….please?"

I chuckled, "fine, I'll see what I can do. But no swinging around, they are strictly for self defence."

"Oh! I want a set too!" Liz asked.

"No," I replied.

"Why not?"

"Because you'll be irresponsible with it," I told her as we entered the school.

"No I wouldn't!"

"Yes you would," MJ and I said at the same time. Just then the closet door burst open and Felicia came out with a big smile on her face and frizzy hair.

"Hey you, nice day?" I asked giving her a firm kiss on her lips.

"Yeah," she smiled as we walked down the corridor, "I stopped a guy from jumping oh and this old lady a block over was lost, so I helped her out, she gave me a granola bar, want it?" she asked offering me said bar.

"Don't mind if I do," I smiled quickly opening it up, "remember when you said you would never be a wannabe goody two shoes like me?"

Felicia rolled her eyes, "yeah, yeah, you can say I told you so." I grinned but said nothing as I munched on the bar.

"You know it's so cool that we're best friends with superheros!" Liz whispered, "I wish I could tell people that," she grumbled seeing Flash and Harry walk by, whistling at a group of cheerleaders passing by.

"You still hung up on him?" MJ asked.

"Who? Flash? No! It's just," Liz grumbled, "nevermind. Anyway, who do you have first period?"

We compared classes and quickly found that I wouldn't be sharing a lot of classes with them since most of my classes were advanced placements. Felicia was a little saddened, but she understood, if I didn't have something challenging I would rip my hair off.

So school was the same, pretty much. I had to force myself to keep awake, luckily though it seems whatever God this universe had decided to cut me some slack and made time go by much faster.

After school ended I gave MJ the keys to my car, after getting a promise from her that she wouldn't total it. Felicia had to see her mom, apparently she had gotten a temp job at her mother's firm. Kitten didn't like it, but it needed to be done. Felicia was looking more information about her mother's clients, finding new ways to screw them over.

Liz practically vanished at the end of the day, going off to God knows where. But the girl did her own thing and I can respect that. So that just left me alone and some good one on one SHIELD training with Nat.

"Move Spider!" Natasha yelled firing off rubber bullets at me.

"This so isn't fair!" I cried out jumping away as fast as she can. She clipped my arm but I managed to land safely before being forced to jump away once again, "does Captain America have to deal with this crap?!"

"You wouldn't believe what he does for training," Nat replied as she fired at my head, I just managed to duck under the bullet before springing forward and kicking one of her guns out of her hand.

She grabbed my leg and sweeped the other one, I came falling down but I managed to pull her down with me, rolling over her. She jammed the gun down my neck before I struck it aside and drew back my fist ready to strike.

Just then I felt my spider sense go off as something cold and metallic was pressed against my junk. I looked down to see a sharp knife in her hands and a cocky smile on her face, "you should expect everything Spider."

"In my defence, I'm wearing sweats while you're in full gear," I groaned as I got up and offered her a hand.

Nat took it and gathered her weapons, "you need to be ready, you can't always rely on that suit to help you out you know."

"I know," I sighed, "anyway I've been meaning to ask you, Jessica Drew, what happened to her?"

"SHIELD has provided Ms. Drew with protection," Nat explained, "she's fine Peter, I promise."

"Good, you better not be experimenting on her, we spiders stick together," I said as I wiped my face with my shirt, showing off my sweat covered abs. I looked up and saw Nat's eyes flash over to my body, "pervert."

"You're the exibishionst here," Nat argued.

"Cradle robber," I glared.

"How old do you think am I?"

"I don't know, 30?" I shrugged. She said nothing, just smiling as we walked out of the training room and sat down at the briefing table. I went to the fridge and got a bottle of water for us both, I sighed as I sipped the cool drink, "so, how did I do?"

"Not bad," she replied, "you're getting better day by day."

I nodded, "right, so how's Cap? After what Wyndham said I...is he alright?"

Nat nodded, "he'll get better. Last I heard he found his son's grave, he and Peggy visited it a week ago."

"Right," I sighed, I really wished that part wasn't really, I really did, "so, anything new for me?"

"A mission?" Nat asked, to which I nodded, "soon, very soon. But for now, just continue doing what you're doing."

"Right," I emptied the water and threw it away, tossing my sweat covered sweatshirt into the laundry bin, "I'm going to take a shower."

"Want me to join?" she asked with an amused smile.

"Felicia wouldn't like that," I chuckled, "besides, you can't handle me." Nat raised a challenge eyebrow at that, I think I may have pissed her off just a little. Good.

After a quick change of clothes I put on my uniform and swung out into the fresh afternoon air. I swung into the city and began patrolling around Hell's kitchen, last I heard ever since the attack thi part of town had been stir trouble, since Matt hasn't dawned the horns just yet I figured I could keep an eye out over here.

Just then the sounds of police sirens went off in the distance. I swung over and found myself in a stand still. There were several officers standing behind their cars with their guns drawn and another guy ducking behind a car dressed in red and yellow wearing gloves and a helmet. I blinked, 'no way.'

I looked over his cover and stretched his hands out shooting out wave of vibrations that sent the cops car back a few feet, "beat it pigs! Or you'll have to face the Shocker!"

I blinked, 'huh, guess there is a version of the Shocker in this world,' I swung down, "heyo!"

"What the-" I swung in with a kick, he didn't have time to react. I sent him flying into a lamp post and quickly tied him up with some webbing. I waited for him to escape and start blasting me but it never came.

"Wait, what?" I blinked and quickly approached him. I tapped his chin, he was knocked out cold. "Damn,...I kinda expected more."

"Thanks Spidey, we'll take it from here," an officer told me as he grabbed his cuffs.

"Ah, alright I guess," I said jumping away and swinging off. I watched from a rooftop as the loaded a still unconscious Shocker into their cruiser, his weapons taken away from him.

I chuckled, 'worst. Super villain. Ever.'

I continued my patrol after that minor incident. As I covered the few blocks of the city I noticed the clouds growing greyer. And in the distance just over Central Park I could see what looked like a clearing of sky, like the eye of a storm. Something was off and I don't need spider senses to tell me that.

I swung over to the Park and when I reached I found the cyclone eye had moved a few blocks into the city. Something was definitely off now.

I decided to follow it, swinging towards it. And just as I reached it hanging over a bunch of buildings off Park avenue a flash of light exploded right in the middle of the storm.

"What the fuck?!" I cried out and squinted my eyes just in time to see a rip in space as a green protal big enough to swallow an elephant opened up in the sky. I had only ever seen that before once in my life, was Loki coming back? That didn't make any sense!

I was just about to call the Avengers when suddenly out of the portal a man dressed in green armour flew out, flying away with rocket boots similar to Tony's design. I blinked in utter confusion as I watched him fly away. And just then another figure came flying out of the portal before landing on a building roof top with the grace of an acrobat.

"Okay, now I've seen everything," I blinked as I watched the portal close up. The flying green man disappeared while the other figure cursed. I swung by to get a better looked and perched on top of a building overlooking the roof she was standing on.

She wore a skin tight blue and red suit with spider webs on it. And yes, it was a she, those curves around her hips and chest couldn't possibly be from a guy. She smashed her hand onto the roof and sighed, I saw her look around desperately, she seemed...lost?

"Ah, excuse me?" I called out grabbing her attention, "can I help you miss?"

She looked at me and gasped, "woah. Who the hell are you?"

I leaped from the the building and landed a few feet away from her, "I could ask you the same thing. Cosplay or superhero?"

"Ah, superhero," she looked at me, "Gerry? Is that you?"

"Ah...no, I'm sorry, hi, I'm Spider-man, and you are…?" I looked at her, now that I was closer I noticed her costume wasn't exactly like the classic spiderman suit. In fact it looked more like Ben Riley's costume from when he was Spider-man. Web Shooters on the outside, half-boots and a 'V' like belt….oh shit.

"I'm Spider-girl," the younger woman replied, "and...ah, I don't really think I belong here."

I sighed, "no, you don't, if you're who I think you are, you definitely don't."

"Wait, you know me?"

"I have a guess," I looked her over, "tell me, what's the year for you?"

"The year? What do you mean?" she asked looking around for a way to escape, not that I would let her.

"I'm trying to figure out if you time traveled or crossed the dimensional barrier," I told her, "now, the date, please."

"It's 25th August 2008," she told me.

I sighed, "oh thank God, I thought you were from the future."

"I'm sorry, but do you know me?"

I snorted, "yeah, of course I do, which father wouldn't be able to recognize his own daughter? In a manner of speaking."

"What?!" she cried out, looking me over, "you-you're-"

I sighed, "-yup. And you are May Parker, the daughter of Spider-man, me. Meaning..."

"Dad?" she asked in utter surprise.

"Not quite," I told her holding up my SA to display the time, "the year is 2012, so you didn't time travel. I suspect you hoped dimensions, in this world I wasn't born until 1996 and since I'm still a teenager, there's no way you're my kid."

"So...you aren't my dad?" May asked.

"Strictly speaking? No. But genetically, yes," I grumbled, "how did you come here?"

"I was following a bad guy, he calls himself Spyral, he's super smart and recently he tried to blow up a city. The FF and I stopped him but...I think he might have escaped," she admitted.

I sighed, "let me guess, he wore a green armour and could fly?"

"Yup," she nodded, "did you see him?"

I nodded, "he was flying South before I lost sight of him."

"Great, now how am I supposed to get back home?!" May cred out.

"Hey relax, I'll help you out," I tapped my phone in my helmet and called out, "dial Fury, SHIELD."

The phone rang for a while before he picked up, "this better be important."

"A man with the ability to open space bridges arrived a few minutes ago. He's apparently smart enough to travel through dimensions and crazy enough to blow up a city to get what he wants. He's flying around in a bright green suit, spandex by the looks of things, think you can track him?"

"And how exactly did you come about this information?" Fury asked.

"It's a long story, I promise I'll tell you over dinner some time," I chuckled.

"Fine, I'll send any information I get to your phone, keep in touch if something happens," he said before disengaging.

I sighed, "love you too," I turned to Spider-girl, "I have SHIELD searching for him, we should have his location any moment now."

"Ah, right, sure," May nodded before fidgeting nervously at me, "how exactly..how did you...well, you know..."

"How did I know your name?" I asked her.

"Well yeah," she nodded.

It's simple, because you were the first superhero I ever looked up to and admired. It's because of you I even bothered to read Peter Parker's story, it's because of you I even cared. May Day Parker was my first ever super hero, so of course I would know about you. Not that I could say that.

"Since you weren't a time traveler you obviously must be from another dimension," I replied, "and if you were that meant you were my kid from some alternate reality."

"But how did you know my name?"

I shrugged, "I always told myself if I ever had a girl I would name her May after my aunt." Which was true, I always did want to name my daughter May, but not because of aunt May, but because of you.

"Woah," came her slow reply.

I reached up to my helmet and unlatched it. I removed it showing her my face. I smiled, "hey, nice to meet you."

In response she took off her mask as well. Her face was sculpted like a models, her cheekbones high and her hair cut short and brown like mine. Her eyes however were green, bright green, "hi...dad?"

I chuckled, "I'm too young to be a father kid. Call me Peter," I extended my hand.

She looked at it for a moment before shaking it, "I'm May. But ah, you already knew that."

I chuckled, "guess you inherited my humor too huh? So..."

"So..." she repeated. We both looked nervous, not really sure what to do. Just then May's stomach started to grow. She looked down and blushed.

I chuckled, "you hungry?" She nodded, "great, I know this amazing hot dog place," I put on my helmet and sealed it shut, "you coming?"

May blinked before nodded and putting her mask on too. I stepped upto the edge of the roof and shot out a web line, I turned to May, "you do have web shooters right?"

May nodded, "yeah, yours," she spun out a web line as well.

"Great," I replied before jumping off the roof and swing my way across the city. I looked back and found May keeping up with me without an issue. I smiled, guess she really was a Spider.

We arrived at he place in quick time and I dropped down and walked up to the man, "Hey Sal! How to going?"

"Oh hey Spider!" Sal the owner of the hotdog stand smiled, "one dog with the works right?"

"No, make it two," I looked over my shoulder to see May walking behind me, "I got a friend over."

"Who is she, your sister?" he asked as he made the dog.

"Ah, kind off," I shrugged as I payed the man and grabbed the dog. I thanked him and gave May her food before walking up to a wall and claimed it, sitting down on the building's roof.

May did the same as she lifted the bottom half of her mask and looked at the dog, "this is...woah."

"Yeah, I know," I shrugged as I munched on it, "did your dad ever take you here?"

"No, I don't think so," May admitted.

"Hm, more proof he and I aren't the same guy then," I nodded.

May nodded, "well, yeah, obviously," she looked down at my costume, "my dad never had something so high tech."

"So wait, he just wore red and blue spandex?" I asked in fake disbelief.

"Yup," she nodded.

"Moron," I scoffed, "he's not like stupid or anything right? He made those web shooters so he must be clever, what does he do?"

"I, I don't really think I should be telling you all this," May said rubbing her neck, "won't that like, change the time stream or something?"

"No, don't worry about it," I waved her concern away, "I told you, different dimension, we aren't the same person."

"Oh, right, well dad kind of worked for the cops as a forensic scientist," May admitted, "he's pretty good. From what mom told me he became the lead officer in like five years or something. He's the department's biggest closer."

"Cool," I grinned, "so does he still, you know, swing around now and then? Or did he retire and let you take up the mantle?"

"Ah, he's retired, he has been for some time now, way before I became Spider-girl," May admitted.

"Why?" I asked already knowing the answer, still I need to build rapport with my….daughter. Fucking comic books!

"His leg," she admitted, "he lost it with a final fight against the Green Goblin."

"Green what?" I asked, keeping up the facade of a Spider-man that had never met his arch rival.

"You don't have a Green goblin here?" May asked surprised, "lucky you."

"Why? Is he that bad?"

"Dad once said the one man who he wished he killed was that monster," May admitted, "he said he wouldn't mind going to jail because of that."

I whistled, "damn, deep. Okay, if I see someone dressed like a green imp I'll make sure to put him away for life."

May nodded, "yeah, good luck."

"So….tell me, your mom, who is she?" I asked munching on my finished dog.

"Ah...she's," May rubbed her neck again, "Mary Jane Watson-Parker."

"Ah, I figured she was your mom," I nodded.

"What? How?!"

"Same eyes," I shrugged.

"Oh...so are you and her…?"

"Dating? Oh no, she's my best friend, but we aren't really dating," I hummed, "hey May, do me a favour, don't tell anyone about your mom okay?"

"Why? I thought it wouldn't matter if you knew about my life," May asked confused.

"It wouldn't, but if MJ found out we could one day have a kid together….well, you can guess what would happen can't you?" I told her.

"Oh..."

"Yup, plus I'm pretty sure my girlfriend wouldn't like the fact that my daughter with another woman suddenly showed up one day."

"Wait, you're dating someone else?! Who?!" May sounded horrified, but then again if I found out my dad was dating someone who wasn't my mom I would freak out too.

"Felicia Hardy," I told her. May's jaw dropped, "I'm guessing you know her?"

"Felicity's mom?" May asked, "the Black Cat?"

I nodded, "yup, but ah, don't tell her that I told you, she's kind of sticky when it comes to secret identities."

"H-how are you dating Felicity's mom?!" May cried out.

"Is Felicity Felicia's daughter where you come from?"

"Yeah," May nodded.

"I'm not her father too am I?"

"What? No! You would never cheat on mom!"

I shrugged, "hey just asking. You never know with these kinds of things." May looked utterly horrified, I couldn't help but chuckle, "you remind me of your mom. She had the same look on her face when she found out I was Spider-man, ah, good times."

May shut her mouth, "so, she knows? About you?"

I nodded, "yup….anyway, listen if people ask you who you are this is your cover, you're basically me from a world where I was born a girl okay? Don't mention that you're my daughter, trust me, that won't go well."

"So...you want me to tell them I'm you from another world?"

I nodded, "yup, May Parker, daughter of Richard Parker and Mary Parker."

"Wait, your mom's name is Mary too?"

I nodded, "yeah, why? Didn't your dad ever tell you about her?"

"No, he didn't, he rarely talked about his parents," May admitted, "his aunt May died before I was born, she's who I'm named after and his uncle Ben died long before that. That's why he became Spider-man. He used to tell me stories about them, but he never mentioned his parents..."

"Huh," I nodded, "would you like to meet them?"

"Say what now?" May asked blinking in confusion.

"Come on," I told her getting to my feet, "I'll introduce you to the family. My aunt May is still alive and so is uncle Ben. And my dad came back from the grave too, just recently."

"What?!" May cried out

"I'll explain later," I told her before asking my helmet to dial home. I told May I would be bringing someone over for dinner and to make extra, the old woman didn't even ask who before agreeing.

I turned to May after the call and looked at her, "do you happen to have anything else to wear?"

"Ah no, kind of had to wear anything else under this thing," she said pointing at the spandex.

I sighed as I shook my head, "spandex, what was I thinking? I can't believe he would go out like that. Come on, I'll ask Sue if you can borrow some clothes."

I swung off towards the Baxter building with May following closely. "Wait, did you say Sue? As in Sue Storm?" May asked in amazement, I chuckled, boy was she going to be surprised.

 **At the Baxter building:**

"Woah," May said as we entered the den through the balcony. She looked around at all the cool tech lying around, her eyes sparkling in wonder through her white lens, "this is so cool!"

"You have a Baxter building where you're from?" I asked her as we walked in.

"Ah, yeah, but it's kind of a long story. It's been broken down and rebuilt like a hundred times. But this, this is like the original, totally vintage," May replied.

"Yo! Spider!" Johnny called out as he and Sue walked in, surprised to find me there in costume and even more surprised to find May.

"Spider, who's your friend?" Sue asked a little nervously as she eyed May up and down.

"She's a friend," I replied removing my helmet to show that she knew my secret identity.

"Dude! She's right there!" Johnny pointed out.

I rolled my eyes, "relax flame butt, she knows."

"You told her?" Sue asked to which I nodded, "why?"

"Because she's me," I shrugged.

"I'm sorry come again?" Johnny asked looking totally lost. I turned to May and signaled her to speak up she nodded as she immediately removed her mask and smiled.

"Hey," she said doing her best to hide her nerves, "I'm May Parker."

"What the hell is going on?" Johnny asked as he jaw unhinged with Sue matching his surprise.

"She's me from another dimension. Apparently in her world I was born a girl," I shrugged, "hence Peter Parker became May Parker and Spider-man became..."

"Spider-woman," Sue completed.

"Actually it's Spider-girl," May corrected her.

"Why?" Sue asked looking confused.

"Well, Spider-woman's already taken," May shrugged.

"Really who?"

"Jessica Drew," May replied.

"Who is that?" Sue asked.

"Subject D," I replied.

"Wait, you mean that black haired chick who kept giving you the bedroom eyes?" Johnny asked.

I sighed, "the very same one."

"You and Jessica Drew?!" May asked in shock.

"It's a long story, trust me," I sighed.

"So that's what you would look like if you were a girl huh?" Johnny asked as he eyes up May, something I found surprisingly irritating, "dude, you are hot."

"Keep looking at her like that and I'll blast you face off."

"Oh someone's touchy," Johnny grinned, "what's the matter? Don't like the fact you're hotter as a girl than a guy?"

"No," I shook my head, "I just find it extremely creepy that you're attracted to someone who is basically me with boobs. Some unresolved feelings there Johnny?"

Johnny blinked as he looked at me and then May before turning slightly green, "I think I'm going to be sick."

Sue snorted at that, "serves you right," she then turned to me, "what do you need Pete?"

"Clothes," I motioned to her, "the only thing she has to wear is that dreadfully stupid red and blue spandex suit."

"I think it's cool," Johnny said immediately before he realised he was appreciating me in a spandex costume and immediately turned green again.

Sue sighed as she rubbed her temples, "I'll see what I can do."

Soon May came back now wearing a black blouse with full sleeves and a pair of jeans that seemed just a little tighter than she was used too. Luckily I had a spare back pack and slippers she could use, nothing too fancy though.

May looked down at her clothes and turned to me, "what do you think?"

I shrugged, "as long as it's comfortable for you."

Sue hummed, "I offered her a few other pieces, but she's kind of shy around those."

"I wasn't shy! It's just my type," May replied with a blush.

"Ah, a tomboy," I say nodding, "anyway, Sue, is my dad around?"

Sue nodded, "he's in his lab."

"Is he working on something important?"

"No, I don't think so," Sue replied.

"Right," I turned to May, "stay here May, I'll get my dad and then we can leave."

"Ah, yeah, sure," May nodded nervously, can't blame her, not with the way Johnny kept looking at her. But I knew Sue would stop him if he did something inappropriate.

I walked up to Richard's lab and knocked before walking in. I saw him pouring over a pile of notes, typing away at his computer. He looked up and smiled, "hey Peter, what are you doing here so soon?"

I smiled leaning against the door frame, "May's having a nice big dinner ready for us, I figured you would want to join in, have a little family time. But if you're too busy-"

"-No," Richard smiled, "sounds perfect. I've missed out on a lot of family time, work can wait." He grabbed his coat and followed me to the denw here I found May sitting on the couch with Johnny flirting with her.

"So, do you have a Johnny Storm on your world?" he asked.

"Ah, kind off, he's...older," May stressed out.

Johnny blinked, "really? How much older?"

"You're fifty years old, bald and you suffer from premature ejaculation," I called out making Sue snort and May chuckle.

"Hey! Shut it!" Johnny sent a fireball at my head, which I easily avoided by ducking.

"Hey, it's true," I told him.

"Wait, seriously?" Johnny turned to May.

The girl smiled, "yeah, sorry uncle Johnny," that's my girl.

"No...no!" Johnny cried out.

"Come on May, we're leaving, time for dinner," I told her as we all left to the elevator, Richard looking confused as to May's process.

"Peter, I thought you said this was a family night?" he asked.

"She's family," I told him walking into the lift and pressing the garage button, "she's me from another world here I was born a girl."

"I'm sorry?" Richard blinked in confusion.

When the lift opened up to the lobby Richard was all caught up. I lead them outside and we waited as May answered any and all questions Richard had.

"So, Mary and I weren't scientist?" Richard asked her.

May nodded, "yeah, you are a forensics scientist and mom's a fashion designer," to keep things simple I just told May to replace her version of Peter Parker and Mary Jane Watson with my own parents, keeps things simple. Well, in order to the lies straight, not so much for our personal lives.

"Fascinating," Richard spoke up as he shoot me a look, "and you're sure you saw her coming from another world?"

"I giant portal like the one Loki used to summon his army opened up and she came out of it wearing a skin tight spandex version of my suit and has my powers and web shooters, what do you think dad?"

Richard looked at May, "HYDRA could have perfected-"

"Cloning me isn't possible, plus they would have made her a guy just to insure the same gene sequence came up. She's your daughter, get used to it," I cut him off as slowly I saw my car pull up with MJ in the driver's seat.

"Hey Tiger," MJ smiled, "came as fast as I could."

I smiled, "thanks, now get out, I'm driving."

MJ huffed, "meany," she opened the door and for the first time noticed May, who was currently staring at her, "hey...Peter, who's your friend?"

"Long story," I sighed, "let's just all get in." I got into the driver's seat with Richard sitting next to me with May and MJ sat in the back. The girl gave fleeting glances at MJ, her eyes wide with disbelief.

"So ah, is someone going to tell me who the new girl is?" MJ asked looking at me through the side way mirror.

I sighed I could have lied, but I really didn't want to spend half my time figuring out which lie I said to who, so I just decided to keep up the same story, "she's a female version of me from another dimension. Surprise."

MJ blinked, "what?!"

"Yup, Mary Jane, meet May Parker, in her world she's Spider-girl, pretty dope huh?" I chuckled as I pulled into traffic, it's going to be a long ride home.

MJ turned to May, "so….you're a female version of Peter?"

May nodded, "ah, I guess."

MJ blinked before turning to me, "you're cute as a girl."

I smirked, "she gets it from her mom," May blushed immediately, realising what I truly meant. I turned to Richard, "I'm helping her find a way back home, so we aren't telling anyone else about her. MJ, do you think you can say May's a friend of yours from before?"

MJ nodded, "yeah, no problem," she then turned to May and smiled, "so, do you have a male version of me in your world too?"

May shook her head, "ah, no, not really, you're still a girl."

"Damn, that's too bad, I would have been a hunk," MJ frowned before smiling, "so wait, are you and I friends in that world?"

May blinked, "ah...I guess, yeah, we are."

MJ smiled as she turned to me, "see Tiger, even in another world we're still friends!"

I nodded, "yes MJ, that's pretty cool right?" For the rest of the trip May and MJ talked, learning more about each other. It was honestly funny seeing May's reaction when MJ talked about whether or not she had a boyfriend in May's world, honestly the faces that girl could make.

We reached Queen in no time, Richard choose to go in first while May, MJ and I stood outside on the curb.

"So anything from SHIELD yet?" May asked.

"No," I looked up from my phone with a sigh, "don't worry, someone confident enough to blow up a city will slip up sooner rather than later. We'll catch him."

"Thanks," May smiled.

"So is this Spyral guy really that important?" MJ asked.

May nodded, "yeah, smart and crazy, worst combination ever. Plus he has horrible taste in music."

"Don't forget his costume," I shivered, "looked like a freaking leprechaun!"

"That's what I said!" May chuckled.

MJ rolled her eyes, "great, now there are two of you. Just what this world needs."

May scoffed, "you say that like it's a bad thing."

"Yeah MJ, why do you think more versions of me is a bad thing?" I asked wiggling my eyebrows, "that just means there are more of me too…." I blinked realising where that train of thought lead too. May and I looked at each other before suddenly a shiver went up our spines as we turned a little green.

"Don't even go there!" May cried, "seriously!"

"Sorry, sorry! Don't know what I was thinking," I shivered, "that would practically be incest of the worst kind."

"What do you mean? Is it even considered inscent? Since it's the same person wouldn't it be masterbation?" MJ asked with an evil glare.

"Shut up!" May and I yelled back as one.

MJ laughed, "ha! You really are the same person! Anyway, see you guys later!" And with that helpful little comment she skipped off to her home.

May turned to me, "that's my mother?"

I smiled, "yeah, why? Is she different from your world?"

"Yeah, she's...well, she doesn't act like that," May pointed at the care free girl before her.

I nodded, "well, if she's been with me for so many years I'm sure she would have feared for my life more than once. She probably matured over time, happens to certain people. Is your dad different from me? Other than the stupid costume choices I mean."

May nodded, "yeah, you….you're nothing like my dad."

I shrugged, "his lose," I opened the door and turned to her, "coming?" With a smile she quickly walked in.

May looked around looking surprised, "woah, this place is different."

"Wait, MJ and I still live here? In this house?!"

May nodded, "yeah, I grew up in this place."

I blinked, "okay, note to self, get a new apartment."

"Hey, it's not so bad," she glared at the flowery wall paper, "could use a huge remodeling though." I snorted, like father like daughter, I hated those things!

"Ah Peter's," aunt May walked in from the dining room with a smile on her face, she spotted May instantly, "and who is this?"

I smiled, "aunt May, this is May, I call her May-Day."

"Oh lovely another May!" the woman smiled, "it's so nice to meet you dear!"

"Y-you too ma'am," May gulped shaking aunt May's hand.

"Oh please, I'm far too young to be a ma'am, please sit down," aunt May said as she quickly went back to the kitchen.

May and I went to the dining table where Ben and Richard sat, already talking something in hushed tones. From what i could hear it was about the mortgage on the house, Richard had been offering to pay it off for sometime now, but May and Ben refused, guess he decided to try again.

"No Rich, and that's final," Ben snapped at his younger brother with a glare that had no malice behind it. He looked up and smiled seeing May and I walk up to the table, "Peter! And who is your guest?"

"Uncle Ben, this is May-Day," I smiled. May looked gobsmacked as Ben smiled at her. She blinked once, twice, three times before she realised Ben had his hand stretched out.

Immediately May grabbed it and started shaking it quickly, "hello! I'm May!"

Ben chuckled, "ah, another May, and here I was thinking one would be more than enough to handle."

"Oh hush you!" aunt May called out as she brought out a giant container of her famous homemade lasagna, "now everyone tuck in!"

May and I sat next to Richard while May and Ben sat across from us. I helped May fill up her plate before digging into the meal, as usual it was amazing.

"This is so good!" May cried out tasting the delicious cheese and meat goddess, "my mom's food's got nothing on this!"

Richard chuckled at that, while May just smiled, "ah, does your mother cook for you often?"

May nodded, "when she can. If not my dad does."

"He does?" Richard and I asked in equal surprise.

May nodded, "yeah, he's not that good though," she sent me an apologetic smile to which I just rolled my eyes.

"So May, where exactly are you from?" Ben asked.

"Well, I'm from Queens," May replied before I kicked her shin making her wince sharply, "I mean I was from Queen! I live in Canada now with my parents, MJ's an old friend though so I thought I should visit!"

"Oh, I see, and how did you and Peter meet?" aunt May asked.

"Well..."

"MJ introduced us," I stepped in seeing May's lose of words, "she said she was a little busy for dinner, and I decided, hey, I already know one May, let's mix them both up and see what happens!"

"Well the world hasn't ended yet, so that's good," came Richard's dry wit, gaining a chuckle from everyone at the table.

Ben and May asked my maybe future daughter everything they could think off. What games she liked to play, whether or not she was dating someone, what was her favorite subject and May was more than happy answering them all.

Richard looked like he wanted to talk to her more but refrained from doing do. He was a quiet man, so he was content to just smile and listen to May talk.

Eventually though dinner came to a close, I was about to suggest May and I go out for a walk when my phone began to rang. I unlocked it and found a message from Fury with a location and a picture.

I tapped May's shoulder, the girl looked down and her eyes widened at the picture of a man dressed in green armour. She looked at me and nodded.

"Alright guys, May has to leave now," I said getting up and grabbing the car keys, "I'll drop her off at the airport and be back soon okay?"

"Oh, you're leaving so soon?" aunt May asked sounding disappointed.

"Yes, I'm sorry, it was nice meeting all of you," May smiled, "I'm glad I got the chance."

Ben and May wished her a safe journey home. We quickly walked out and May got into the car. I was just about to pull out into the driveway when Richard came out.

I lowered my window and he looked inside, "you found the dimensional traveler?"

"Yeah, we're going to catch him now," I told him.

Richard nodded, "right, then you'll need this," he reached into his jacket pocket and took out a syringe, "it's called scopolamine, also known as the zombie drug, one hit and the victim will listen to you for the next two hours. If the green guy doesn't want to go back, use this and make him."

"Okay, first off all thanks," I took the drug and gave it to May, "and second off all, you and I are going to have a very long chat about while you have brainwashing drugs tucked away in your jacket all the time."

"Well if you must know I made it during my time with Wyndham, a sort of insurance policy" Richard said with a chuckle, "stay safe son. You too May."

"Don't worry, I'll take care of him," May said with a smile.

"Says the girl with red and blue spandex," I snorted as I said goodbye to Richard and pulled out of the driveway. We drove down the road until we reached a secluded part of the neighborhood. I then pressed the red button, engaging flight mode, taking off into the air.

"This thing can fly?!" May cried out in awe as she looked down at the shirking roads.

"Yup," I smiled, "didn't I tell you?"

"No!"

"Well, it can fly," I chuckled as I punched in the location into the nav systems.

We quickly reached the location, it was a warehouse in the hamptons. I parked the car a mile away and quickly changed into costume. Let me just tell you, having to strip to your boxer shorts in front of your daughter was super embarrassing, guess I should have done the smart thing like May and worn my costume under my civilian clothes.

We web swung over to the warehouse. I opened the sky light and we carefully snuck in, sticking to the shadows.

We crawled around the shadows for a while before we found Groom in the middle of the warehouse, his arms bare. He had removed the metal around his arm and was fixing it.

"Let's get him," May replied as she jumped off the wall and landed right before him, "it's over Spyral!"

"Wait!" I hissed before face palming myself, "great, just great, she got her mother's need for attention."

"Spider-girl! How?!" Spyral cried out, "you shouldn't be able to follow me! Not here!"

"Yeah yeah yeah, just shut up and come quietly!"

"Never!" he snapped his fingers and immediately his armour was on him once more. He sent out a blast of green energy which May jumped over before she took him on hand to hand.

I was about to step in before deciding against it. She was doing alright so far. I actually felt a little proud by the way she was moving, not a single move wasted. I smiled as I saw her clock the man across the jaw, sending him flying back into a pile of crates.

"Cool," I smiled.

"No! I will not be defeated again!" he cried out jumping back on his feet. He threw his arms open and suddenly two machine guns popped up on his shoulders. They began firing at May, sending a wave of bullets at her.

She jumped away, swinging across the warehouse. Spyral held out his right hand and brought out a small missile. He launched it at May, the girl moved quickly by ducking behind a huge mountain of crate only to have it explode, destroying her cover and sending her flying back into a wall.

"This ends now," Spyral growled as he stepped up with a ball of plasma in his hands ready to fry her.

But as he was about to fire I jumped in his way, "that's enough," I puffed out my chest as my unibeam came flying out, hitting him point black in the chest, sending the green wearing moron flying away.

"Cool," May whispered as I turned to help her up, "who made your suit? Tony Stark?"

"No," I chuckled, "actually I stole his designs."

"And he didn't care?" she asked surprised.

I shrugged, "Tony's cool with it. Now, let's finish this," I turned to Spyral's fallen form before taking out the scopolamine. We walked up to the man and found the front half of his costume ripped off. I injected him with the serum and we waited.

"Spyral?" May asked, "can you hear me?"

"Yyyy Yessss," he slurred out.

"Great, could you be a dear and take us back home?"

"Yeeesss," he replied.

"Good man," I told him, picking him up and dusting him off, "oh and ah, sorry about the unibeam to the face."

"Ffff Iiii Nne," he muttered before turning away to wall and pressing a few of the buttons on his belt, guess that's what he used to travel here.

As he worked I pulled out a cable from my gauntlets and inserted it into a USB port on his belt. My online computer automatically began hacking into his system's finding out how the system worked, hopefully I can copy the tech later.

"What are you doing?" May asked looking over my shoulder.

"I'm hacking into his belt, trying to figure out how his tech works," I told her.

"Why?"

I shrugged, "I just want to know how it works, that's all. Scientific curiosity."

"Oh, right, never been much of a science person myself," she said nervously.

I chuckled, "yeah, you're more like your mother in that regard," I flicked her forehead.

"Hey! What's that for?"

"For jumping in front of the enemy like an idiot instead of actually taking him out," I snorted, "I swear, when you get back you better make your father teach you his tricks, no daughter of mine is going to be out there saving the world like a rookie!"

May chuckled, she was about to say something when suddenly a giant green portal materialized before us. We looked at it before turning to each other. May took off her mask and smiled, "I ah...I guess this is it huh?"

I nodded, removing my own mask, "yeah….it was great seeing you."

"You too...thanks Peter," she moved in for a hug, holding me tightly.

I stiffened for a second before relaxing and slowly hugging her back feeling for the first time I actually had someone out there who shared my blood. May, Ben, Richard, they all loved Peter, they saw me as Peter. But her? She saw me as dad.

"Stay safe kiddo, don't do anything I wouldn't do," I broke the hug looking into her eyes, "and above all, stop it with the damn spandex! At least wear some armour! Heck, if you want come back here and I'll hook you up!"

May chuckled, "yeah, sure. I promise."

I smiled, "alright May, take care" I turned to my SA and quickly typed away at it, "I'm programing this thing to self destruct after reaching your home dimension. He won't be able to use it again, so all you have to do is make sure he's somewhere he can't build another dimensional portal. Hopping dimensions is a dangerous business May, better a mad man doesn't have it."

May nodded as she slipped on her mask, "right," she webbed up Spyral's hands together and pulled him towards the portal. Before stepping in she looked at me and smiled, "bye Spiderman."

I waved at her as I slipped on my helmet, "good luck Spider-girl," she jumped in and in seconds she and the portal where gone. I couldn't help it, I felt my heart break just a little. My daughter...I need to remember to buy more condoms, I love you May but I'm way to young to be a father!

I drove back home and found Richard waiting for me by the patio. He sat there with a book in hand and a pitcher of orange juice by his side. He looked up and smiled at me as I sat down next to him.

He closed the book and turned to me, "May's not my daughter is she?"

I wanted to lie, but honestly it didn't matter at this point. I poured myself a glass of juice and sipped it, "nope."

"Who is she?"

"She's my kid from another timeline where I was born in the 50's instead of the 90's."

Richard's eyes' went wide. "She's...my granddaughter?" I smiled and nodded, "who's her mother?!" I chuckled but said nothing, he looked agitated but I didn't care, I never said a damn word, after all, did it really matter?

* * *

 **There we go, I hope you enjoyed this chapter. I'm sorry it took so long to update, but if you guys looked at my profile you would know that FF is being a bit of a bitch when it comes to uploading stories. I tried for over 6 hours before realising I had work in the morning and needed to sleep.**

 **Anyway, I hope you enjoyed this treat. It's true, May-Day Parker is my first superhero, she's also my fav. Basically, everything I write in the superhero or hero like genre is thanks to the stories I read about her growing up.**

 **So I wanted to do a chapter with her in mind.**

 **Next update will be on the 18th.**


	27. Metal Fang Soild

I FUCKING HATE ALTERNATE DIMENSIONS!

I swear if I ever see another madman who can hope dimentions I'm capturing him, tying him up to a chair and then having Jean mind rape his knowledge out of his fucking head!

I looked at the schematics I ripped from Spyral's belt for what felt like the hundredth time and I'm no closer to figuring out how it even worked! It's like this thing hate logic! I hate dimension travel!

I managed to get only the machinery's operations out of the belt and nothing more, but that should have been enough for me to figure out how it ticked and reverse engineer it. But no, it had to become difficult and make no fucking sense.

Eventually I gave up trying to solve it by myself and gave it to Reed to figure out. When that guy saw the data I had he ended up locking himself in his lab. It's been a week, he hasn't come out yet.

Ben grew worried and so did Sue, but Johnny and I figured Reed would be ready when he was ready.

Honestly things have become quite in the city these days, at least on the surface. I could feel something change, it's like the people who went out in the night upped their game. I still encountered a random mugging now and then but...they're quite….too quite.

I did spend a lot of time working in the Baxter building, creating new tech for Sue and Reed. But strangely enough I also got a request from Charles Xavier, the man wanted a watch that could project a holographic image of a teenage boy. I honestly grew a little worried at that, but hey, I owed him one.

But I'm not one to look a gift horse in the mouth, so it's time for me to upgrade myself. My costume was good for now, nothing too major to change, at least nothing I desperately wanted. But my powers...well that was another matter altogether.

Project Mutant Spider, an idea I had been toying with for some time now. It's been something I played with ever since I obtained Drew's powers.

The concept was simple, based on how I obtained her powers in the first place. Her blood was mixed with a radiated formula of chemicals and then inhaled by me. My blood, which is genetically altered to absorb useful genes and throw out the rest, used the radiation to absorb her powers into my own.

This meant one thing, theoretically, I could absorb anyone's powers into my body, provided it's delivered the same way as Drew's was.

It was a great risk, but with equally great rewards. So I began experimenting with the only super human blood I had on hand, Magneto's. It was from the time I beat him into a bloody pulp for even thinking of killing Jean, I scrapped his blood from my uniform and weapons collecting a nice large sample.

So now I found myself in my lab at the Baxter building with the door closed and bolted shut, covered with my strongest webbing and all security systems disabled, no way I'm ever letting anyone on the outside figure out what I'm doing.

I took out a drop of my blood and Magneto's. I used the radiation formula from the Hill incident and merged it with Magneto's, forming a gas like substance.

I then took my blood sample in an air sealed glass box and infused it with the irradiated gas. I waited for a moment before emptying the air in the box and removing my blood.

I put the newly changed sample under a microscope and observed it. I put the blood work up on the screen and narrowed my eyes, the result was...confusing.

My blood had accepted Erik's mutant gene, but there were...complications. A mutant gains his or her power through the 'X' gene, but there was no saying what those powers were, how it changed the host or even if it could be replicated.

It was like a mystery box, you don't what's inside until you open it. And right now we aren't even close to understanding what makes the 'X' gene tick.

From what I could understand the gene implanted into the blood sample was Magneto's, it matched perfectly. But the way this gene interacted with the rest of my DNA was...odd. It was like putting a motherboard into another computer, it should in theory have no trouble adapting, but there was something interfering.

My only guess is that it's my own spider genes making things seem wonky. From what I could gather the gene wouldn't make me….physically different but it would effect my body in some way. I can't say how though, so it means I might get Erik's exact powers but….I'm so going to try.

The power of controlling magnetic fields is too great of a power to simply let go. I need it, I have to have it. If I had it when the aliens invaded, they wouldn't have lasted half as long as they did. This is something I need, I have to have….God I hope I don't become a psychopath because of this.

It took me a week to get everything ready. I rented a cabin near Montauk where I could recover in private. If this process effected me the same way as when Drew's powers came to me, then I'll be out of commision for at least two days.

I quickly spun my lies. I told May and Ben that I would be going with Sue for the weekend to a special talk on nanomachines in Germany. It took some convincing but they agreed. To Richard, Sue, Johnny and everyone else who knew my secret identity, I told them that SHIELD had me on a mission. They didn't ask after that.

And finally to SHIELD, I told them the truth. I needed a ucking vacation, Nat seemed suspcious at first, but after a while she seemed to accept it.

I'm guessing she found out about the cabin I booked for the weekend and decided I was telling the truth. She did warn me not to cheat on Felicia, she thought I was going to hook up with some other chick in the cabin. I promised her if I was ever going to cheat with anyone, Nat would be the first one I would ask. She did not like that.

Finally, everything was ready, I had the irradiated gas prepared and in a metal box. I drove up to Montauk on Friday and waited until nightfall to begin. I made sure everything was ready before I took out a gas mask connected to the cannister of gas and turned it on.

I breathed in the fumes quickly before it quickly got empty. I put the gas away and lied down on my bed. I felt the sweats coming on, I could feel it slowly creep out. I turned on the AC and reacthed for a bottle of water I had prepared beforehand. Soon I was out like a light.

 **The next day:**

I woke up half expecting myself to have grown two extra arms. Don't ask me why, it was just a nasty dream I had in my mind. I looked down, no visible changes, haven't begun to grow fur or anything else...yet.

I threw off the sheets, they were covered with my sweat. I blinked, the sweat...it glowed...hm. I opened my bag and took out a geiger counter, something I brought just in case. I placed the counter over the sheets and found mild amounts of radiation, strange, I never sweated radiation before.

It must be a result of the gas. Yes, that makes sense, any radiation my body couldn't absorb it expunged. Meaning my sweat right now is covered with radiation, I need to get rid of it, and fast.

I took off the sheets and my clothes throwing them into the tub in the cabin. Plugging the drain I filled the tub with water and began scrubbing off all the sweat and dirt.

Soon the sheets and clothes were clean, I dried them off separately and found the radiation down to manageable levels, now all I had to do was fill the radiation infused water in smaller water bottles and trash bags and I was done. I would put these things in a landfill later, there was one a few miles away from the city, should be perfect.

After that I gave myself a nice long shower. There wasn't any radiation on me, so I wouldn't need to drain this water separately as well, so I just relaxed into the tub and sighed in relief, I didn't die, joy.

I got out of the tub and drained away the water. I put a towel around my hip and looked at myself in the mirror, wiping away the mist that had formed on its surface.

My face looked back at me, I didn't look any different, I had searched my body for any physical changes but none stood out to me. I looked at my hands, they felt heavy, like they were made out of lead, I don't know….maybe I had to wait before I could see any results?

I looked at myself once again and for a moment I saw a flash of blue in the brown of my eyes, the exact same shade I saw Magneto had. But it didn't stay, it was almost like the colour was active only for a second before vanishing. Strange.

I sighed, I needed to figure out what Magneto's genes did to me, lucky for me I had two days to just that.

I quickly got dressed and sat down before the small lab I set up in the living room of the cabin. I took out a sample of my blood and put it under the microscope I had taken from the Baxter building. I found the sample to be identical to the test sample I took in the lab. Good, no surprises so far.

But...wait...what is...oh shit.

My cells were reforming, but that can't happen unless...the radiation, it's hurting them. I couldn't believe it, did something go wrong? Was forcing additional powers into my body pushing back on Richard and Mary Parker's original formula in some way?

I began running some test and to my surprise I found that something had changed.

I seemed project Mutant Spider isn't going to make me a power hungry monster like Parasite from the Superman comics. Because if I'm reading this right, it seems that the puncturing and addition of powers is causing harm to my cells.

If I was to guess I would need...five months, maybe six to recover fully from it? If I do this again...I don't think I'll recover after a short nap.

This did set limits on my powers, but, I'm hoping against hope here that eventually my body would adjust. But either way, I could still get new abilities, though it would take longer than I thought before.

If I recall correctly I started showing off Drew's powers some time after school during the afternoon. So maybe I need to be more physical, more active for it to kick in. It was around 4 in the afternoon now, I really slept in, so I'm guessing I won't get any results until much later.

I grabbed my coat and walked out of the cabin, I took a deep breath and smelt the fresh sea breeze, I could see the ocean from here. I smiled, maybe next time I should bring Felicia, we could spend the weekend together, I'm sure we could figure out something to do.

I found a small trail near the cabin I was staying at, this entire place was actually near a campsite, so it stands to reason there were many trails into a forest.

I began walking and as I did I found myself growing tired quickly. I began to sweat, heat up and even panting so much I couldn't move easily. It was like I was wearing a fat suit! Everything felt so difficult to move!

I grumbled and sat down on a rock figure big enough to support my weight as I took off my jacket, no point keeping this on. I waited until I felt myself get better, the weight left my body and I could move again.

I took off into the woods once more, slowly gaining back my stamina. Eventually the trail circled around and I was back to the cabin, though now I found myself hungry.

I got into my car and drove into town, it was just a few miles away. I stopped at the first fast food place I found, a Wendy's. I walked in and ordered enough food to feed three men, the cashier gave me a weird look but shrugged.

By the time I ate my meal and and left the joint it was already dark. I moved to the parking lot and noticed people standing around my car gawking, at it. They looked like local kids, one wore a hoodie, the 'Torches'. Three girls in pretty little skirts and four guys, by the way they looked they were probably jocks.

"Can I help you?" I asked the gathered crowd.

One of the jocks looked at me, "yeah, is this your car?"

I nodded, "yes. And?"

"This is so cool!" one girl with dark brown hair and a healthy bust called out. Her locked her eyes on me and gave a charming smile that creeped me out. Suddenly my spider sense went off, something was wrong, I could feel it. These kids...they weren't normal.

"Where did you get this?" the other girl asked batting her pretty little eyelashes at me, "like, it's super retro!" She had black hair and was of asian decent, tall with smooth legs.

I shrugged, "family gift," I looked at them, the jocks had glazed looks in their eyes, the girls...they looked at me like a piece of meat.

"You know, you should totally take us out for a spin," the third girl with short blonde hair asked as she winked at me, again, spidey senses went off.

"Ah, maybe later," I told them, moving past them and getting into my car. I was just about to pull away when a hand slammed onto my window cracking it. My eyes widened in horror, that was bullet proof glass! How did a human break it?!

"Get out," the jock who's fist cracked my window growled, "now!"

I hit the gas and reversed out quickly not caring about running them over, these kids weren't normal man! As I drove away I could see the girls glaring at through the mirror, something wasn't right.

I drove straight to my cabin and locked the doors. I looked out my windows and found nothing outside, I felt stupid for acting so paranoid, honestly I did, I could have taken them out without a sweat, but Peter Parker wasn't a superhero, so I had to act the role.

It didn't make sense, why did my spider sense go off? Those girls...they were acting weird. I sat down with my laptop and went online, searching for the high school those girls belonged to, 'The Torches'.

It took me a while but I found the school, but the reason it took me so long to figure it out was this, the Torches? They were all dead. Or more specifically the last batch of students were dead.

The class of 92', nearly two decades ago the school had sent a bunch of students off to a field trip, only they all crashed and died in a bus crash. The school was sued by all the parents and went under. The Torches were all gone.

Now my first thought is that the girls simply wore their parent's old hoodies, maybe their parents were old friends from that school so that's how they all knew each other. But then I pilled up the pictures of the teenagers that died and on the very bottom were the pictures of the three girls.

They had different hair styles, but they were the same people. The exact same faces. I first thought they were their children or something, but that wasn't possible, those girls were too young to be mothers let alone give birth to kids that would still be teenagers at this age.

Then came one more idea, cloning, oh how I hate clones. But again a problem came up, why clone these kids? Why were they special and hy were the clones so young?

So I finally came to the only answer available, immortal. So all three of them were immortal? Woah…..no way.

I snorted, I've been reading too much fantasy...but they again I am the God of thunder's punching bag….hm, maybe I should rethink this. Whatever, it's not like it had anything to do with me. It's not like-HOLY SHIT THEY ARE RIGHT OUTSIDE MY WINDOW!

I jumped out of my seat and looked at the three of them smiling at me with glowing red eyes and fangs bared. Behind them the four jocks stood, their eyes blank stares, drool coming out of their mouth. Wait….fangs?!

"Vampires," I whispered. And almost like they heard me all three of them smiled. The blonde snapped her fingers and the jocks cried out, leaping forward, shattering the window and landing inside.

"Oh fuck me!" I cried out as I ran towards the door and ran outside, I couldn't do this here, too much valuable equipment, plus too constricting.

"Get him!" the busty brunette called out as the four jocks followed me into the forest.

"Moron," I heard the blonde call out, "he thinks he can hide from us in there?!"

'Not hiding,' I smirked as I turned to see the four jocks following me along the trail. The trail was small, they could only follow me one by one, meaning I just reduced the fight from one of four to one on one.

I turned around and leaped at the leading creep. They stopped as one, surprised by my actions, when my feet connected with his gut buckling him over. I then punched him across the face hard enough to hear something snap.

The jock landed on the ground like a pile of potatoes, his jaw broken, I think he's unconscious...I hope. His friends looked at it before turning to me and charging without a second's thought.

I jumped backward and landed on a tree branch. One of them grew smart and tried to climb up after me. He reached up and grabbed the branch I was standing and pulled himself up. I bent down and grabbed his face, "bye bye," sending a blast of my bio-electricity at him point blank.

"ARGH!" the second jock got his head zapped, as he fell down stunned. The remaining two didn't even bother looking at him, simply stepping over him to reach me in the tree.

With a short curse I leaped away, running from tree branch to tree branch. Honestly what were these guys?! The girls were vampires so maybe these things were their slaves? What were they called again? Ghouls?

I managed to circle around back to my cabin and here I found the place empty, no vampire bitches. I need to get out of here and call for help, no way I'm dealing with this alone!

I ran towards my cabin when suddenly my spider sense went off. Immediately I jumped into the air and away from the whip like arm of the asian vamp.

I landed a few feet away when suddenly my sixth sense went off again. I ducked under the blondes piercing thrust coming from behind. I grabbed her hand throwing her over my shoulder. She landed gracefully away from me, smiling like a creepy clown.

"He's mine!" the brunette called out jumping at me from behind a bush. I almost had enough time to roll me eyes. I parried her punches and kicks expertly. She grew angry quickly before deciding to lunge at me.

I moved to the side, grabbed her head and sent a powerful bolt of bio-electricity into her skull. "AHH!" she cried out in pain, but refused to go down. She pushed against me, breaking free and then jumped away towards her friends.

"W-what the fuck are you?!" the busty vamp asked me.

"I think he's one of those mutants we hear so much about," the blonde said with a sadistic smile as she licked her lips, "this one keeps getting better and better."

"He's mine!" the brunette called out charging at me with her claws and fangs bared.

"Nice doggy!" I cried out as I ducked under her swipes and kicks, "don't bite me! I don't want to turn into a werewolf!"

"We aren't werewolves!" she cried out, "we're vampires!"

"But you look like you have rabies," I said with a smirk as I jumped back and shot a bio bolt at her shocking her system.

"I hate this ass!" the brunette growled through the pain, I'm surprised she can even move, that much electricity should kill a man.

"As usual, you let us down Kimmy," the blonde sighed as she flicked her hair behind her, "guess we'll have to take care of this."

"Hey you two aren't any better you know," I said, "you look like you have fleas and the oriental chick looks like she's going to drop a deuce any second."

"What?!" the asian vamp looked pissed, good, anger makes them less focused and make mistakes, that's just what I need.

"Yeah, but please you stupid mutt, don't shit on my lawn, I didn't bring a doggy bag with me," I smirked seeing her get ticked off.

"That's it!" she cried out as she the now more irritated looking blonde charged at me. I managed to block and move away from their strikes but they got a few in. They were faster than me, much faster.

Suddenly my spider sense went off. I jumped up just as the two remaining jock ghouls from before charged at me from behind, instead now tackling their vampire masters.

I landed on a tree branch and smirked as I saw the girls order the jocks to get off them. They growled in pain as their uniform was covered in mud. I couldn't help chuckle looking down at them, "see you are werewolves, only mutts play in the mud. Just don't expect a bubble bath after this, I don't want you girls dragging in mud into the house."

"Do you ever shut up?!" the brunette growled, now on her feet yet again.

"Not really, no," I chuckled as I sent two bolts of electric energy at the jocks, knocking them unconscious, luckily they didn't seem to have their masters durability.

"I'm going to enjoy killing you," the blonde growled, "I'm going to make every second of your life a living hell!"

"Sorry, I'm not ready to get married," I snorted. The girls were about to leap at me, I got another bolt of electricity ready to fire when my spider sense went off. I jumped, but I was too slow. Something came charging into me, throwing me out of the tree and into the ground rolling in the dirt.

"Who's the dog now bitch?!" Kimmy spat out, kicking me in the stomach. But I didn't register that, the pain I felt in my spine was too much for that. It wasn't cut, no, thank god for small miracles. But it did hurt, a lot.

"I'm going to enjoying making you bleed!" the busty brunette called out kicking me again. I coughed out blood and looked up the girl looked mad with anger, smiling down at me. But the other two, they weren't even looking at me.

"Kimmy," the asian chick called out. Kimmy didn't listen to her, continuing to hit me. "Kimmy!" she roared again.

"What?!" the brunette snapped. The asian chick simply turned away. I looked up and saw Kimmy's face turn pale as a sheet as she and the other girls watched a man walk out of the shadows.

"The three of you certainly have a gift I must say," his voice was smooth like a river, yet dangerous like the deep blue sea. The girls were scared stiff at his image. He had long wavy hair that reached to his shoulder and wore tight black leather for pants.

"Tell me, are you all incompetent or just stupid?" the man asked as he walked up to the scared women.

"W-we were just trying to get something to eat," the blonde whispered.

"Of course you were," the man smiled with anything but understanding, "but you see...you couldn't even get that right," he slapped her across the face. I heard her jaw break. "Useless."

The other girls winced in pain as they saw their friend fall down holding her broken jaw in pain. The man now looked at me, a smile on his lips as he licked them, "aren't you a juicy looking thing."

"Kiss my ass," I grunted out as I pulled myself up. I needed my suit, only problem is I left it at home! Note to self, never do something stupid like that again!

"Well, not to worry, I'll do more than just kiss your lovely behind," he chuckled darkly, "tell me boy, have you ever been with a man?"

"No, and I doubt you qualify gay lord," I smirked, but inside I was crying out in panic, how fuck fuck am I going to get out of this!

"Hm, I like my lovers with a little bite," he licked his lips as his fangs grew out, "but I assure you, my bite is far worse than yours." He stepped forward when suddenly I heard a sharp whistle.

We all looked up and saw a black disc flying overhead.

BOOM!

The disc exploded and suddenly the entire forest was lit up with light like it was the middle of the morning. I had spot in my eyes when I heard them all scream bloody murder.

I blinked away the spots, I needed to see. And when they finally vanished I found the girls on fire, their skin burnt brown, but they were still alive and rolling on the ground trying to put themselves out.

I turned to creepy vamp dude and was surprised to see him gawking at me. His jaw dropped open as slowly the tip of a katana came through it. The sword slashed his head off with one clean swipe. The beheaded vamp dropped to the ground revealing a black man with short hair, black sunglasses and black overcoat.

"No way," I gasped seeing the man flick his katana, wiping away the vamp's blood. He looked at me and gave a node, I automatically nodded back at him.

"The daywalker!" one of the three barbeque girls called out. Two of them charged him, immediately the black man began to fight them, dodging their swipes before kicking them back, swinging his sword, trying to maim or decapitate them.

However the blonde, now with all her hair burnt off and skin burning, was still on the ground. She slowly turned to me, I could feel her red eyes trail across my neck, before suddenly she pounced at me.

"Get off!" I cried out sending a blast of bio-electricity at the bitch blasting her back. But the moment she landed on the ground she got back on all fours and charged at me like a wild animal.

I crawled away, I couldn't give off any more electricity, it was pointless! I found a metal pipe near the garden, I found myself wishing for a katana like Blade but I'll use what I can.

I grabbed it quickly and turned around. "ARGH!" I cried out swinging as hard as I could and suddenly I felt the metal pipe change in the palm of my hand.

It became smaller, it grew an edge as it became sharp enough to cut bone. The blade sailed through the air not even halting as it cleaved the vamp's head off her body.

It came flying off as her blood splattered onto my body. I looked down, her head was between my legs as her body fell away to the side. My clothes were covered in blood, I turned to the pipe in my hands, no, not a pipe, a blade.

"No!" one of the other vamps cried out as she turned to me. In that moment of weakness the black man in the trench coat cut off her head before stabbing the last vampire through the chest.

The both died instantly. Slowly I found the body of the blonde turn into dust, leaving no proof behind of a body. I panted, slowly looking up at the man who saved me. He put his blade into his scabbard and bent down, "you okay?"

I nodded, "ah...yeah. I think so." I nodded looking at the dust where the girls were, "they were vampires weren't they?"

The man nodded, "yes, they were."

I looked at the blade in my hand, "I...I never-"

"It wasn't human," he spoke up.

"Obviously neither am I," I shot back.

He smiled, "what makes us human isn't our genetics little mutant, it's our choices. I know vampires who have turned but have never killed another human before. But these girls...they are monsters that deserve to be put down."

I sighed, I couldn't believe that, everyone deserved at least a chance, a chance to...I don't know. I looked up at him, "thanks. Your Blade aren't you? The vampire hunter?"

The man raised an eyebrow, "yes, and how do you know that?"

I slowly got back on my feet, "word gets around."

"Is that why you're here?" Blade asked looking at my cabin, "trying to find proof of the supernatural?"

I sighed, "believe it or not, I'm actually here on a vacation," I kicked the shards of glass from my broken window, "so much for rest and relaxations."

"Hm, well if it's any consolation these were the only vamps I found in the area, you'll be safe for now," Blade turned around and walked away.

"Wait, that's it? You come in, kick ass and then leave?"

Blade smirked, "kid, I came here to kill vampires, do you see any other vampires?"

"What about the jocks?" I pointed at the two unconscious once lying in the corner.

"Come morning the thralls will be released, don't worry," Blade waved my worry away as he walked away.

"Wait!" I called out. He turned around, starting to look annoyed. I took out a piece of paper, the receipt for my meal at Wendy's and wrote down my contact info in the back. I gave to the man who raised an eyebrow, "if you're ever in Queens and need a place to stay call me. I know I don't look like much but I can help you out, I'm pretty smart."

Blade chuckled, "fine, thanks kid," he put the note away before walking into the forest and disappearing.

I blinked, 'so cool,' I looked around, there was a huge pile of ashes where four vampires once were. Four unconscious jocks who are probably going to call out for mommy come morning and one broken window. This was going to be a long night.

But on the plus side, I looked down at the metal blade in my hand. It was crude, but I knew for a fact that Magneto's powers inside my body were finally active. I could feel it, the metal, I think I can transform metal, this warrants further research.

 **The Next Day:**

I barely got any sleep that night. So much fucking work! First I had to go to the nearest hardware store and buy the materials to replace my broken window. It was a half assed job, but at least now the owner won't ask me what happened the moment he sees a broken window.

Then came the jocks, I left them by the side of the highway, when I went into town for lunch I heard people talking about the boys they found and how they had no memory of what happened to them for the past six months.

I collected the vampire dust samples for studying, though the equipments I had on hand were useless. They weren't strong enough, so I'll have to use the ones in the Baxter building instead.

After all that I came back to my cabin and slept until late in the afternoon. When I woke up, it was testing time.

My powers seemed to revolve around metal, that's for sure. But to what extent? When I was at the hardware store I also bought sheets of other metal as well. Copper, steel, bronze, iron and aluminum.

I checked and surprise surprise, only ferrous metals were reactive. When I touched metals like steel, I found that I could feel its metallic form under my hand, like it was a part of me without any nerves. Like a really long nail.

But then when I held the copper and bronze sheets I felt nothing. It seemed my powers were limited to only ferrous metals, which isn't bad.

I then moved on to see what I could actually do with these powers. I held the iron sheet in my hands and focused, picturing a metal pipe like the one I held onto before. Slowly I felt my body push out what felt like mild waves of electricity into the metal bending it to my will.

I gawked as the metal sheet rolled itself up into a crude form of the pipe I imagined in my head. The waves, they were magnetic waves, I was producing them.

"Holy shit! I'm a metal bender! Eat your heart out Toph!" I cried out happily, "this is so cool!"

Obviously my powers were nothing compared to Magneto's, he was the master of magnetism, I was just a student, but...but this was useful. I wasn't big on metallic projectiles and like, but maybe I should be. This power is useful, but until I can figure out how to use it properly it will have to be my secret.

As evening fell I started to pack up. I had all my stuff in my car and got ready to leave. I just finished my shower and stepped out, wiping away the mist once more. I took out my tongue cleaner and used it only to find the edge a little too dull. I need to buy a new one….or.

I touched the metal part and focused, finding just a little bit of iron in the metal, enough to bend it, yup, that's right, I'm calling my new power metal bending. Bite me.

Slowly the cleaner got sharper. I smiled and looked up at the mirror only to stop and stare. My eyes, they were blue again. I dropped the tongue cleaner and immediately they went back to being brown.

"Woah," I blinked, still brown. I picked up the tongue cleaner and used my metal bending powers on it, my eyes flashed blue yet again and stayed that way.

My eyes, they changed colour every time I used my metal bending powers. This….this could be a problem, but not a big one. At last I don't get white hair everytime I use my powers, _that_ would be noticeable.

I sighed, 'well Kitten did always say I would look hot with blue eyes.' I quickly locked up the cabin and left, dropping the key off at the owner's place.

I reached the city by 8 and found May, Ben and Richard waiting for me inside. They were just anxious to see me return home safe. After I told them about the 'trip with Sue to the nano tech conference', they let me go to bed and sleep.

Of course I didn't actually sleep. I was too wide awake for that. I locked my room door, put on my costume and opened up the window, leaping into the night as Spider-man.

I swung my way into Manhattan and paroled the city for a while. I didn't find much trouble though, surprisingly enough, but I did find several cops outside searching for something, which made me curious.

I found a pair of cops looking around in alleys, calling out a name, Stephen. I landed on the alley wall and cleared my throat. Immediately they both turned to me flashing their torches right at my face. I held up my hand and squinted, "hey guys, mind dropping the light?"

"Oh, it's you Spider-man, sorry we didn't, shit sorry," the male cop said dropping his torch. He was black a little overweight but not too bad. His partner was a woman, latina from the looks of it.

"It's fine," I shrug, "anything I can help you guys with? You sound...disturbed."

"A kid's gone missing," the male cop told me, "last scene in Hell's kitchen."

I raised an eyebrow, "any idea who did it?"

"No clue," the female cop replied, "but we heard it has something to do with the Russians, they are trying to pick a fight with someone. One of your types," she hissed.

"One of my types?" I asked.

"She didn't mean anything by it," the man tried to defend her.

"The hell I didn't!" she cried out, "he's a vigilante Dom! You shouldn't be defending him! He takes the law into his own hands and doesn't give a damn what he does!"

"Well then next time an army of aliens invade Earth you can protect it with your guns and loud impressive speeches," I shot back. The woman looked hurt while the man just shook his head sadly. "I'll do my best to find the kid. Night officers."

As Spider-man swung away Dom turned to his rookie partner and sighed, "he's not a bad guy, he doesn't deserve whatever hate you have for the hero type." She didn't reply, simply looking up at the night sky, wondering if she went too far.

Hell's kitchen, every time that place in involved I knew exactly who to talk too. I swung by his apartment but he wasn't there. Where could Matt be?! Wait...kidnapped kid...this was the first episode of Daredevil, meaning it had begun!

That means only one thing, he's in Clair Temple's place. I pull up my SA and hack into the housing office finding out her current residence. She was just a few blocks away.

I quickly swung over just in time to see Matt fighting with some guy on the roof. He was dressed in all black with a black scarf over his head and gloves. He was bleeding, I could tell. The man he was fighting had a knife, he was about to swing at Matt when I shot a web line at the knife and pulled it out of his hands.

"What the-" the man looked confused for a second, he turned around when suddenly Matt's fist collided with his jaw throwing him flying backward.

I landed in front of him and threw the knife aside. I looked him over, "I don't like it the costume."

He smiled, "it's a work in progress."

"Sure," I looked around and found Claire Temple peeking from behind an air vent, "hello! If you please miss, we are two highly professional heroes! It would be best if you went back inside."

"She's with me," Matt replied as he grabbed the criminal and pulled him to the roof.

"She is?" I asked.

"I am?" Claire replied before she turned to me with wide eyes, "you're Spider-man," she turned to Matt, "you know Spider-man?!"

"It's a long story," Matt replied.

"I broke into his house," I told her with a shrug, "he didn't like it. Kicked my ass all over the floor."

"How did you find me?" Matt asked.

"I was looking around for a kid, names Stephen, I was looking for you to get some help, since this your territory and all," I shrugged.

He smiled, "didn't realise I made a name for myself."

"Yeah, never did get your code name thought, what is it? Night man?" I chuckled.

"Cute," Matt slapped the man awake. He grabbed him by the collar and pulled him on the roof's edge and pushed him, holding him tightly, "where's the child?!"

"I-I don't know man!" the mobster called out, "I swear!"

"You're lying!" Matt punched him across the face.

Claire winced, she turned to me, "can't you stop him?"

I sighed, "it's either this or let a child die. What do you think?"

Mat went on and on, slowly breaking the man. He finally admitted where the kid was and Matt pushed him off the roof. I gasped, jumping over the roof, throwing a web line just in time to catch the man before he hit the garbage can under him.

I laid him down gently and checked on his vitals. Other than a very erratic heartbeat and a sprained ankle and a dozen other problems, he was alive.

I went back up and glared at Matt, "what is your problem man?!"

"What? He's alive," Matt shrugged.

Claire looked at me, "is he always like this?"

"Honestly? You know him better than me," I sighed before turning to him, "you got a place at least?"

Matt nodded as he moved to the fire escape, "are you coming?"

"Sure! Unless you don't want me too."

He sighed, "it's a free world."

"Yay! Our very first team up!" I chuckled as I followed him from rooftop to rooftop, parkouring the shit out of the neighborhood.

We reached a run down looking building. Matt pauses for a while before pointing at the third floor, "can you get us there?"

We were across the street, "no problem. You want to go stealth or make some noise?"

"Noise," Matt replied, "I want to make a statement."

"Good," I shot out two web lines handing him one, "it's straight ahead, just give it a running start if you're nervous."

"Right," he said. We jumped off the roof and swung across the building. We crashed into the window feet first landing in the middle of a giant poker table.

The men around us got to their feet and reached for their guns. I leaped up and socked two of them in the jaw before kicking another between the legs.

Matt was taking on three at a time as a fourth snuck up behind him. I held up one hand and fired a bio-bolt at him, zapping the man unconscious.

Matt looked at the attack, nodded to me and then knocked out two men, throwing the third through the room door.

We walked out into the hallway as slowly Matt and I walked inside each room and beat the gangsters to a pulp. He and I worked together so effortlessly it was almost magical. I jumped over him and he ducked, he threw a chair at me and I grabbed it and smashed it over a bad guy, best team up ever!

We reached the final room, inside was a scared little boy. I waited outside as Matt went in and picked the boy up, walking outside.

I followed behind him and looked at the beaten bodies we left behind, "oddly enough this isn't the bloodiest battle I have been in this weekend."

"Really?" Matt snorted.

"Yup, just yesterday I was fighting with this guy named Blade. Freaking vampires man, scared the shit out of me!"

"Vampires?" Matt asked.

I nodded, "vampires."

"Huh….neat."

* * *

 **In honor of Black Panther releasing this month, I decided to include the very first Black Superhero movie MARVEL ever put out. I swear, BLADE is so freaking cool! And Snipes was a genius at the role! Ahhh! I'm so excited!**

 **Also, I so Black Panther and God, it's good. People say the visual aspects were good but compared to the complex story like a characters, it's nothing. Seriously you guys, watch it.**


	28. Down Came the Rain

I made sure to stay in the shadows when Matt dropped the boy off at the nearest police stations. Once that was done I helped him back to his home, no matter how tough he acted I could see he was in a lot of pain.

I opened the window and let him in. He sighed as he plopped onto his couch and removed his mask, panting as he simply relaxed.

"You need a better costume," I told him.

"Maybe you can get me the number of whoever makes yours," he smiled, "I can hear the little machines you have in there. It wasn't this advanced the last time we meet."

"No, it wasn't," I told his as I sat down next to him, "I can make you a suit if you want."

"Really?" he asked.

I nodded, "if you really want one," I know according to the show some other dude is supposed to help him out with the costume, but if I can get him state of the art protection right now? I'll do it.

"I don't have much money," he admitted, "I can't pay for all the fancy tech you have. How did you get it anyway?"

"I have a day job you know."

"As what? Tony Stark?" he chuckled.

I smirked, "no, but close."

"Wait really?"

"Yup. I'm an inventor, I make cool shit and get money off the patent."

"Anything I would know?"

"Hm sorry, mostly big corporations and shit like that," I sighed, "I can make you a suit Matt, if you want me too that is."

Matt sighed before nodding, "yes, please. I would rather not end up dead in some alley somewhere if I can help it."

I smiled, "fine. And you sure you don't want any tech in it?"

"Just make sure I didn't die because of a stab wound and that'll be enough," he smiled.

I nodded, "I'll bring it over as soon as I can." Maybe by the tim he finishes taking down the Kingpin the suit I give him will be useless, maybe then he can get a new one made by the guy who was supposed to make it originally.

Maybe….meh, honestly I don't mind, I could get used to making superhero's costumes. I always did spend so much time as a kid making new costumes for my favorite heroes, and they were pretty cool, if I do say so myself.

"Matt," I asked him, "why did they take a kid? And who are they for that matter?"

"They are the russian mob," Matt told me, "and they took the kid to get to me."

"Any particular reason?" I asked him.

"I'm being a pain in their ass," Matt snorted.

"Hm, you know I've been noticing lately that random acts of crime has gone down a lot since the incident, I find it odd that they suddenly made a move like this."

"Crime hasn't gone down kid, criminals just got smarter," Matt told me, "you're like a beacon, they know they can't take you, so every time you come around they hide like cockroaches from the light. It stands to reason you can't find anyone openly opposing you anymore, they are too scared."

I whistled, "damn, am I really that scary?"

"Yes," Matt nodded, "I heard about what you did, I doubt anyone would want to fight someone with the tech of Iron man, the fighting skills of Captain America and whatever spider thing you got going on there."

"Oh stop you're making me blush Matt," I chuckled before growing serious, "if what you're saying is true then crime hasn't gone down, it's just more hidden. Okay...okay I'll have to be more careful now. Thanks Matt."

He nodded, "right. Oh and if you're serious about this, know that there's a new player in town. I don't know his name, but he or she are the reason all the gangs are acting so smart lately. I was following a lead with the Russians when they decided to pull this stunt, sigh, hopefully you'll have better luck than I did."

I looked at Matt, I sighed, "his name is Wilson Fisk."

"I'm sorry?" Matt turned to me, his unfocused eyes staring at the wall over my shoulder.

"The guys name, it's Wilson Fisk, that's who you're searching for. I may not be in touch with the criminal underground, but I do keep my ear to the ground. I don't know much about him, real estate guy, big, fat but underneath all that fat was some serious muscle."

"I see," Matt nodded, "I'll try to find out more about him."

"As the masked Night man or as Matt Murdock?" I asked him walking to his window.

"Both," he replied before humming, "you know, you never did tell me your name."

"You already know it, it's Spider-man," I chuckled, leaping out of the window and swinging away.

I spent a few more hours outside patrolling, focusing around Hell's kitchen. If Fisk was in charge of things here then I need to be more careful about how I do things. Maybe it's time I go undercover. Hm, if I do that I'm going to need a cover name...how about...Bruce Wayne?

Hehe, this is going to be good.

I went home that night later than usual, it was around 2 in the morning when I got in. I had just gotten into my PJ's and slipped into bed when my SHIELD issue phone suddenly went off.

I groaned, 'I should totally just let that go to voicemail….yeah…..it's not like it's an Avenger's level threat right? No way….fuck!' I grabbed the phone, it was Fury.

"Hello my second favorite cyclops! How's it hanging?" I asked into the phone.

"Greenpoint Avenue Bridge, now. And don't suit up," he hanged up.

Fucking great, what the hell does he want now? I swear I think he timed the call on purpose the moment I got out of my costume.

I grumbled, but luckily after a glass of water and an energy bar I was good to go. I put on a dark set of tracks and tucked away black ski mask and my spare web shooters, just in case. Never know what's going to happen when you go for a midnight rendezvous with the greatest spy in the world.

I put on my old shooters and swung my way towards the bridge in question. I made sure to land nearly a block away and covered the rest by foot. I was about to walk into the bridge when I noticed a man standing near a tree. He wore a grey tracksuit with a duffle bag over his shoulder, I focused and could make out Fury's face.

I turned to him and he walked into a nearby park that overlooked the bridge. We sat down on a bench in the middle of tall bushes that smelled of piss and beer.

"Why the secrecy?" I asked him, "we could have just met in the safe house."

"SHIELD's been compromised," were the first words out of his mouth.

My eyes went wide, "I'm sorry?"

"The bases you stole from Wyndham's computer?" Fury reached into his duffle bag and took out a folder and passed it to me.

I looked inside and found pictures of rooms that looked recently vacated, they left behind furnitures like chairs and tables, but not one shred of paper was found.

"Shit," I hissed, "how? The only ones who knew I even made a list where the people on the team that helped take down Wyndham and you."

"After you delivered the drive to me I issued a search and capture order on all those sites," Fury explained looking me in the eye, "I had to wait for 12 hours to launch a simultaneous attack on all the sites. And in that small time frame they got away."

"How the hell can you empty out bases this big in 12 hours?"

"They didn't empty out most of them," he took a picture from the back, it was of a burned down building, "in most cases they burnt it all."

"But still, 12 hours?" I hummed, "that's not possible unless-"

"-Unless the lis got out and someone told them beforehand," Fury completed with a node.

"Woah….we have a spy on our hands," I told him.

"Not just one, many, and they have deep roots in SHIELD," Fury grumbled, "for them to gain this type of information...it's uncanny."

"Could it be someone higher up?"

"No," he looked at me.

"What?"

"You."

"What?!" I cried out, "you think I'm a spy?! For HYDRA?! The guys who kidnapped and enslaved my dad for over a decade?!"

Fury meet my eyes and for a moment I feared he would do something stupid. But then he sighed, "sorry, just had to be sure."

I blinked, "what?"

"I wanted to see if you were lying or not."

"And you can tell just by looking at someone?" I asked.

"I find myself to be a very good judge of character."

"Really?" I asked with a drawl.

"Yes, I figured you would make a good Avenger didn't I?" he smirked. I grumbled, stupid old man. He sighed, "I don't think you're a spy, and I don't think anyone on the Avengers roster is one either, in case you were wondering. But..."

"You can't say the same about your own agents," I told him, and suddenly I got a horrible thought. "Nat...you don't think she's-"

"No," he said much to my relief, "if there's one agent I can trust with my life it's her."

I sighed, "thank god. Because just between you and me I don't think I can fight her."

"Why?"

"She would kick my ass," I shuddered, "maybe if I had my suit and web shooters I would have a chance, but pure combat? She would win hands down."

"Hm," he hummed thinking, obviously he had just ignored my little triad right there. He turned to me, "I want you to keep a closer eye on things on your side. If HYDRA is active, it's bigger than it ever was before. And more secretive, I couldn't find a shred of evidence leading to them and you just threatened to drag them into the light. Watch your back Peter."

I nodded, "yeah…my secret identity, you don't have it on file do you?"

Fury's face hardened, "yes," I gasped, "but only I have access to it."

"And what about the people above you?"

"The council members? There's no way that-" he paused thinking it over before nodding, "I'll remove it as soon as I can. It may not do much but at least on the off chance they haven't been able to hack into our servers you'll be safe.'

I sighed, "thank you Fury."

He nodded, "right," he got up before realizing something, "oh, and before I forget," he reached into his jacket pocket and took out a photo and passed it to me.

Curiously I took it and looked it over. It was Jessica Drew, she was smiling and looked a lot healthier than before. She was wearing SHIELD uniform, only without any of the weapons or the symbol on the shoulders. I turned the pictures around and saw in cursive the words, 'Thanks for everything, you're my hero' with her name signed below.

"She started training last week," Fury told me with a smile, "she's good, her powers make her an excellent agent and...well, thanks to you she has her eyes sent on making a name for herself."

I chuckled, "damn, didn't think I could have this kind of impact on people."

"Are you kidding?" Fury smiled, "every day I hear an agent go on and on about how you're an inspiration. How you try to be a hero despite everything. You're a good kid Peter, and a better hero. Get used to having people look up to you."

"Thanks," I looked up but found myself alone in the park. I got on my feet and looked around but I swear he was nowhere around. I blinked, "okay...that's a little cool." I so have to learn how to do that.

 **The next day:**

Fuck school. I really hate this place. Not only did I get stuck with fucking advanced placement classes that had me actually pay attention, I couldn't even spend time with my girlfriend.

At lunch I managed to spot Felicia, MJ and Liz sitting near the back chatting with each other. I smiled and walked up to them, but as I did I quickly noticed a new member joining the group, a guy, blonde hair, pale face and smile as he looked at Felicia.

I don't like him.

"Hey Tiger," Felicia noticed me first as she smiled and waved at me, "it's been so long!"

"Ha-ha," I rolled my eyes, "who's this?"

"Hey," the teenager smiled, "I'm Mark, Mark Raxton, nice to meet you!"

I didn't recognize the name, so not a big super villain or anything. "I'm Peter," I nodded as I stepped between him and Felicia and sat down, "nice to meet you Mark," I glared at him, the message was clear, 'don't fucking think about it you piece of shit.'

"Y-yeah, hi," Mark said with a gulp. Good, he knows his place.

"Someone's protective," Felicia giggled.

"Two words, Jessica Drew," I grinned.

"Hey! That's because of you not me!"

"You gave her a black eye."

"And?"

I smiled at turned to Mark, "so, how did you guys meet?"

"Mark's in our music class," Liz explained with a smile, "MJ and him were chatting and she invited him to lunch."

"Really," I grinned looking at MJ who tried her best not to blush. Wait, did she say music class. I blinked, "do we have music classes here?"

"Yes Peter," Liz sighed as she rubbed her temples, "not everyone can take advanced calculus for their credit requirements."

"Hey, don't blame my genius boyfriend for being smart!" Felicia called out hugging me tightly, "he's a special little boy!"

"I have a feeling you just called me retarded," I grumbled.

"Wait, so you're Peter Parker?" Mark asked with a little surprise in his voice.

"Yeah, why?" I asked.

"Dude! You're like a legend!" Mark called out, "we heard about you! You like saved everyone's lives at the Stark expo last year! And you for with the Fantastic Four! Even the kids in my old school up North knows about you!"

I blinked and looked at the girls, "am I?"

"Yup," Felicia nodded, "basically because you consider high school pointless and don't give a damn about nearly all the people here you basically became like a god to them."

"We didn't want to tell you because we didn't want you getting a big head," Liz huffed, "besides it's not like it can get any bigger."

"So wait, do you like know Johnny Storm?" Mark asked with wide curious eyes.

I nodded and slowly the barrage of questions hit me like an avalanche. I spent most of lunch answering questions about Johnny and the other Fantastic Four. Fucking fanboy.

But over the course of lunch I noticed him and MJ flirting a bit, she got annoyed he was ignoring her and I could tell. And then after he was done with his little hero worship he flirted with MJ a little, and Liz, he tried to get the trifecta and made googly eyes at Felicia, but one glare from me convinced him otherwise.

By the end of lunch Felicia and I found ourselves in the coffee shop we used to come too and I tutored her. She didn't have physics this year, hence no studying, but it was still a perfectly decent place for a date.

We gave our order and sat down near the back, snuggled together. Felicia took out her phone and went on Twitter, I watched as she looked around my alter ego's profile.

"You really need to use this more often," she told me.

I shrugged, "I use it as a public speaking platform Kitten, warn people of an alien invasion, fight annoying reporters on my case and maybe burn a couple of annoying 12 year olds with too much time on their hands."

"It would still be better if you actually used it," she shrugged, "anyway, Peter...we need to talk."

I stopped and blinked, I turned to her with a serious glare, "you're not breaking up with me are you?"

"What? No!" Felicia threw her head back and laughed, "no you stupid boy!" She cupped my cheeks and looked at me dead in the eye, "look at me Peter, I'm not going to leave you so don't plan on getting depressed any time soon, okay?"

I couldn't help but smile, I leaned forward and pressed my lips on hers giving it a gentle kiss. I pulled her close as we snuggled together. "So what do you want to talk about?"

She took a deep breath and sighed, "my...my father. I figured out how to get him out."

I felt the world come to a halt, whatever she was going to say I didn't think...I didn't expect this! I turned to her and looked seriously, "what?"

"I….I found out where they are keeping him."

I felt fear drop into my stomach like a hot ball of lead, "how?"

"He...he told me where they were keeping him, it's a facility in Texas, it's not there in any maps, but I found it," she smiled, "Peter, I found my dad."

"How? SHIELD isn't a small time police department Felicia they are the best of the best, how did you find it?"

"I had help," she whispered, "an agent who said he's an old friend of my dad's. He found where he worked."

"What's his name?"

"Rumlow, Brock Rumlow," she spoke and immediately I had a face for the name.

It was the face of the man who killed Captain America, in the comic books at least. He was...he was...he is going to be the villain known as Crossbones. A man who I know for a fact works for HYDRA, meaning he didn't just give this information to Felicia.

"You can't trust him," I told her immediately, "he's a double agent."

Felicia looked confused, "I'm sorry? What?"

I looked around, no one looked like a spy, then again I doubt there would be, stupid paranoia. I looked at Felica, "someone got the list of all the HYDRA bases that I got from Wyndham, they made sure each base was empty when SHIELD came in. Fury told me about it yesterday, he said that he suspects moles, several of them and..." here came the little white lie, well not a lie, more like a well placed guess, "I know for a fact that Rumlow is one of those people."

Felicia narrowed her eyes, "that's….not possible."

"No, it kind of is," I sighed as I quickly came up with an idea, "think about it, you're looking for your dad, anyone would know that. Rumlow gives you this information, we go to break your dad out and he tips of SHIELD getting us caught. We are both out of the field and whatever plans HYDRA has...we can't stop it."

Felicia shook her head, "Peter, are you crazy?! You sound like a conspiracy nut job!"

"No I'm not, because if I was in HYDRA's place that's exactly what I would do," I told her, "this is a trap Felicia, we can't afford to fall in it."

"Peter, it's my dad, I can't let him route in prison for the rest of his life!" her voice raised.

"I know that, I do, but all I'm saying is give it some time, I'll tell Fury what happened, I'll tell him it was Rumlow and he'll catch the guy red handed."

"And probably transfer my dad somewhere even harder to get!" she snapped, I could see pure fury in her eyes, "I'm not letting him go Peter, not again!"

"Why can't you get this Felecia?!" I could feel myself getting angrier, "they are using you, using us. We stopped their plans and now they want us gone so that they don't have to worry about us coming after them!"

"Us? You mean you," she got up and walked up.

"Felicia!" I called after her, following her outside. I ran to her and grabbed her wrist pulling her around, "please Felicia, it's a trap!"

"No!" she pulled away, "it's not Peter! It's this crazy idea you have in your head! Whatever it is! It's just me going after my father!"

"But HYDRA-"

"-Doesn't care about me! I'm nothing, just a thief! You're the amazing Spider-man," she whispered with a hiss, "they want you. So you know what, you don't have to come, I'll do it myself, you can just stick to being a good little hero looking down at me like a judgemental prick!"

My eyes went wide as she ran away from me. Did she really think that? That I...that I look down at her? That she was somehow not important to me?

"Felicia!" I call out running after her. She slipped into an alley and tried to lose me, but I managed to jump over her and landed before her, getting in her way, "I never once looked down on you Felicia. Believe me, please. I don't know where this is coming from!"

She looked at me, I could see tears slowly welled up, "when you told me your aunt and uncle were kidnapped I didn't ask questions, I didn't ask a thing. All I did was ask you what I could do to help. And now? When I need your help saving my dad? You make these stupid theories….you don't need to lie to me Peter, I can do this on my own."

"I didn't lie to you Felicia!" I snapped, "I'm telling the truth! SHIELD does have spies in it, and chances are Rumlow is a spy! I'm trying to protect you! Protect us!"

"What proof do you have?" she asked me, "what proof do you have that he's a spy?"

"Why would a SHIELD agent vulture classified information to you?" I asked, "why would he do that unless he wanted something?"

"He said he was a friend of my father's-"

"-When did they become friends?! When he was in prison?!" I snapped. And immediately I knew I said too much, I stammered out, "I-I'm sorry Felicia, I didn't mean-"

"-No," her voice trembled with rage, "save it. I'm done explaining myself to you. Don't talk to me," she pushed past me and walked away. I wanted to run after her, I really did. But after what I said...I don't think that would be a smart thing to do.

But then again I never was a smart man was I?

I looked around, the alley was empty. I slipped into the shadows and when I came out I was in full Spider-man gear. I climbed up to the roof and looked around for her. I quickly found Felicia walking away a block over and began to follow her.

As we reached a junction she slowly looked up and I immediately moved away from the roof edge. I waited for a moment before looking down again and seeing her staring right at me. She flipped me the bird before walking off, getting into a cab and driving away.

I followed her back home where she closed her windows and pulled down the shades. I knew I couldn't say anything to change what I said. I texted her twice, forgive me. But she didn't respond.

'This calls for a big apology, like really big,' I thought to myself, 'cake, flowers, vanilla milkshake and maybe a new pair of boots,' but something felt off. She wasn't just angry at me, she was angry at Spider-man, meaning he had to apologize as well.

Immediately I got an idea, it was stupid and kind of dumb, but I was desperate. Felicia is the one thing in this life that I can truly say I love with all my heart. Even being Spider-man is something I would be willing to give up for her sake, but that didn't mean I wanted her and I trapped by HYDRA in the stupid plan they made for us.

I swung over to the Brooklyn bridge, big bridge, lots of space and best of all, giant red metal tubes that I could use as a writing post.

I stood at the top and shot out web lines after web lines, creating a thick bunch of wires that was darkened thanks to their density.

It took me minutes to finish the first four words, mostly because I was getting used to forming said words in the first place.

For anyone looking at the bridge from either side or driving through said bridge, they would see me spelling out the words, 'I Love You' with my webs. I still hadn't completed the message, I am meaning to write down, 'I Love You Cat, Always', hm, should I add in the comma or not? Meh, I should, I am somewhat of a grammar nazi.

And speaking of nazi…, "computer, call Fury," it rang three times before he picked it up.

"What do you think you're doing?" he asked, "the NEWS is all over your ass."

I looked down and sure enough the trucks had arrived and were filming eagerly, "yeah, I noticed. But it's not like it's village or anything right? I'm just writing a giant apology letter. Why? What does it look like I'm doing?"

"It looks like you're graffiting the Brooklyn bridge because you're trying to impress your girl," he shot back.

"Well...yeah," I chuckled, "I'm surprised you heard about this? Don't you have better things to do?"

"No when it involves one of the world's mightiest heroes."

"Oh Nicky, you're making me blush," I could almost hear the man rub his temples on the other side, God I love being Spider-man! "Anyway, this isn't why I called."

"Oh? Do tell," Fury asked.

"An agent of yours," I stopped, should I tell him about Rumlow? No, that would just complicate the plot of Winter soldier but on the other hand if he gets removed then there won't be a reason for Civil war to happen so...fuck the timeline, "Rumlow, he contacted Felicia offering to help free her father."

"What?!" Fury snapped.

"Yeah, I'm thinking he's HYDRA. They probably know Felicia is willing to do anything to save her father and they know I'm willing to do anything to make sure she doesn't end up in jail. I'm guessing they are trying to lure us into a trap. Meaning Rumlow-"

"-Is HYDRA," Fury completed, "is she going to do something stupid?"

"Like get her father out of jail?" I asked to which he hummed, "no, well at least I'm hoping I can convince her otherwise. We had a huge fight about this, she wanted to follow Rumlow lead and I didn't, I'm hoping I can talk some sense into her."

"Do that, I don't want to put two Cat's in prison," Fury grumbled out.

"You can help with that," I told him.

"How?"

"Rumlow claimed he's a friend of Walter's, can you find proof this isn't the case? Like did they ever work together? Did Rumlow ever serve as a warden in the place where you have Hardy tied up? Anything I can use to show Felicia he's full of shit?"

"I'll see what I can find," Fury told me, "make sure she doesn't do anything stupid Peter." Oh no, he called me Peter, now I have to take this seriously too!

"The one thing in life I won't ever let happen Fury, and that is put Felicia Hardy in trouble. You can count on-"

 **BOOM!**

The explosion was loud, like a freaking cannon! I looked over and saw a wave of orange energy explode out from over on Upper East side, and there was only one thing I knew there that could even explain what that was. The Baxter building.

"What was that?!" Fury yelled out.

"I don't know, but I'll find out, Spider out," I cut the call and swung away across the bridge heading right into the heart of the city.

As I came closer I noticed the traffic had gotten stuck around the area where the Baxter building was. People were running away from something. I grew worried, was everyone okay? Ben would be fine, Reed can't get hurt that easily. Johnny might make it out fine and Sue has her invisible shields but….dad.

I grew afraid, so very afraid for that man who looked at me like his own son. I may not be his child, but the least I owe Peter is to make sure his father was alright.

I swung around the corner and the Baxter building came into view. The top five floors were bruning. Fuck, there goes my lab! Fuck me!

Fire was pouring out, people were crying out. I could hear ambulances coming over, good, I don't need to deal with civilians right now.

I swung over to the lounge windows and ran in. Everything was burnt, burning like it had a purpose. I adjusted my web shooter settings and shot out giant wads of webbing, covering the flames and killing them through suffocation.

"Dad?! Ben?! Johnny! Where are you guys!" I called out as I finished putting out the fire in the lounge, running into each lab.

"Peter! Over here!" I heard a voice calling out from inside Sue's lab. I ran to it and found the door locked. I touched the door, no heat, meaning there wasn't I fire that would be feeding fresh air if I kicked this down.

With a quick kick the door came flying off it's hinges. I ran it and looked around, everything was trashed, luckily Sue kept all her experiments in plexiglass, most weren't open. But near the back of the destroyed room I found Richard holding Sue and Johnny as the wall collapsed over him.

"Dad!" I called out running towards them, "are you alright?!"

"Sue protected us," Richard called out, "she grabbed us just in time! But I think it wore her out! Johnny's passed out!"

"Hold on tight! I'll get you out!" I looked over and quickly withdrew my spider arms from their casing. They shot out four web lines at the fallen concrete and pulled at once. The walls on the side came flying away, but the one directly over them threatened to come crashing down. I ran and grabbed it before it smashed Richard and the others, holding it up with my superior strength.

"Any time now dad!" I grunted out as I held the concrete wall up.

"Right," Richard said as he limped out from under the wall's shadow, dragging Johnny and Sue with him. Once they were clear I dropped them and moved away.

"What the hell happened?" I asked him.

"I don't know," he gasped, "we felt it coming from Reed's lab before everything just went upside down. Sue save me but...oh god what could have caused this?!"

I looked around, "this is bad, this is very bad," I had such a bad feeling about this. I touched my helmet's side and activated the call feature, "call all Avenger's."

Richard gasped but remained silent as my phone called Tony, Cap, Nat, Clint and Fury, the last of who I considered an honorary member of the team. I also avoided calling Bruce, no need for the Hulk at times like this.

"Hello?" Tony picked up first.

"Stark? Why did you call me?" Fury asked.

"Me? I didn't' call you, you did!" Tony shot back.

"Tony, if this is a joke it isn't funny," Steve's voice came.

"Captain? You're on this too?" Fury asked in surprise.

"I called you guys," I spoke up, "I'm in the Baxter building right now, everything's wrecked. Something's going on guys and I don't know what. Tony, how soon can you get here?"

"Fifteen minutes?" he guessed.

"Great, come soon and bring every armour you got. The place looks like a war zone," I looked around, "Fury, Sue Storm and Johnny are out, I need agents here now. Cap, think you and Widow can make sure nothing get out of here?"

"I'll be on the first jet over," Nat's one and only reply came before she disconnected.

"I'll see you soon Spider-man," Cap replied before cutting of as well. I disengaged the call and sighed, 'now, what the hell caused this?'

I walked to the door when Richard called me, "where are you going?"

"To find Reed and Ben," I told him, "stay here, whatever caused this probably thinks you're dead, and that's a good thing. Tony and the other's will be here soon."

"Peter, don't go-"

"-I have too," I shot back, "I'm sorry dad."

The man looked heart broken, he sighed, "be safe son. Please."

I nodded and quickly ran out, heading towards Richard's lab. I found the door wide open and it's sides covered with ash. I could see small pieces of concrete blown outwards, meaning whatever that energy wave was it came from inside here.

I ran inside and found everything dark. I cursed and quickly turned on night vision. Immediately I found Ben in one corner of the room. He had been thrown into the wall, judging by the crater he formed behind him. I ran to his side, "Ben!"

His blue eyes opened slowly as he looked at me, blinking, " **Pete?** "

"Don't say anything Ben, you could be hurt. Stay still, I called for help," I told him looking him over, "where's Reed? What happened?"

" **Stretch,** " he groaned out looking to the middle of the lab. I looked over and found Reed stretched out like a rubber band lying face down.

"Reed!" I called out running towards him.

" **No,** " Ben moaned, but he knew Peter couldn't hear him, " **he's back.** "

I carefully picked up Reed and touched his neck, there was a steady heartbeat, thank god. I sighed, "Reed? Reed can you hear me? It's going to be alright okay?"

He opened his eyes slowly, squinting at me, "I-I'm sorry. He's back. I-I didn't mean-" he trailed off.

"It's alright Reed, you'll be fine!" I cried out.

"No my dear Spider, I do not think it will," came a voice from behind the giant machine. I snapped my head around just in time to see a bright green circle flare in front of me.

'MOVE!' I heard myself scream out, jumping back just as I avoided a blast of green energy. Suddenly my sense blared out, something was behind me, and I practically just ran into it.

I couldn't stop my backward momentum as a metal hand grabbed my throat from behind. I grabbed at my throat but that did nothing to deter the creature as it began to lift me into the air, choking me.

'Fuck!' I cursed as I put my hand on the arm and sent a repulsor out strong enough to break bones.

SNAP!

I went down on my feet, coughing enough to pop out a lung. I rubbed my throat and looked around, it was a robot, half broken, the very same one I had been studying ever since Doom attacked this place nearly a year ago. I realised immediately what was going on, I looked up just in time to see a figure walk out of the light.

His armour was battered and no longer shined. It was dull and chipped away. But I could see green light pouring out of every crack. His cloak was in tatters, his mask looked like it was welded onto his face. He looked down at me and raised a hand.

"Doom has come for you," Victor Von Doom said as he sent a blast of energy at me.

I was too slow. The attack was too sudden. I blame the shock of seeing him alive. He hit me right in the chest sending me flying out of Reed's lab and into the wall across the door.

Doom walked out, his heavy steps were the only things I could here. I slowly fell down, but before I could reach the cold hard floor Doom's first was around my throat. He squeezed, I gasped, the pain, I have never felt pain like this before.

"I spent so long in that realm, so long thinking of ways to kill you, to crush you like the insect you are," he spat as he suddenly threw me into the wall again, breaking a rib in the process.

I picked me out and threw me across the lounge floor. I rolled and quickly tried to get back on my feet. I managed to get on one knee, that would be enough. I raised both hands up into the air and fired two repulsor blasts.

"Pathetic," he called out summoning a shield of green energy to protect him. I couldn't believe it, was that...magic? The shield was a green circle with two adjacent rectangles inside with several sanskrit words written inside. How?!

"Insolent bug," he dropped the shield and kicked me across the jaw sending me flying away through the air.

I landed with a thud and felt a broken tooth. I looked up just in time to see him send a bolt of lighting at me strong enough to fry a human. I smirked, I felt my suit's power charge up. I cried out in pain, pretending to be hurt, waiting for my chance.

Doom finally stopped, he glared at me, he was about to move when suddenly Richard came up behind him with a fire extinguisher raised over Doom's head, knocking him over the head with it.

Tonk!

Doom paused, he turned around and looked at Richard, "foolish, but brave," he grabbed Richard by the throat and lifted him up, "I'll make it quick."

"Let him go!" I felt ture rage built up inside as fired off a unibeam that hit Doom right in the gut, sending him flying off and Richard landing on the ground.

Immediately I ran to him and bent down, "are you okay?"

"Run Peter! Don't worry about me! Just run!" he cried out.

"I'll be fi-" my spider sense went off. I jumped back but I wasn't fast enough. Doom's first was around my throat again as he flew me through wall after wall before finally throwing me out a window.

Crash!

I saw the glass dance around me as I fell down. I couldn't feel my back, it hurt, I need to survive, I need...webs, I need to use my webs.

I shot out a web line at a window, I swung like a pendulum into another glass window, breaking through and landing on a desk in the middle of an office.

I groaned as I curled up into a ball, I could feel glass cutting my legs, I wasn't fast enough to be unharmed. I tried to crawl away, to run and hide, but slowly a shadow came over the window.

Doom was flying. So unfair.

He floated through the window and landed before me. I felt my body growing weaker, more blood was lost. He looked at me, tilted his head and suddenly my sense went-

BOOM!

His fist went into my chest, I felt it cave inwards. I broke through the desk and landed down on the ground. He stepped over me and kneeled, brought a fist over his head the punches came.

I don't think I could feel anything after the fourth one that broke my nose. The sixth one shattered my helmet's optics and the seventh one broke my helmet off.

Doom saw my face and immediately stopped. I think it was surprise on his face, I can't tell, too much blood flowing into my eyes, blinding my sight.

"You...you are a child," he gasped. I couldn't reply, I didn't know what to say. Suddenly though, the pity melted away, instead came anger. I could smell it on him, the rusted copper. "Doom was beaten by a child?! A mear bug?!"

I coughed, whispering something. Doom glared, he bent down and came closer. I whispered, "I'm a spider, not a bug. An arachnid. Some genius you are," Doom was about to speak when he suddenly found my hand on his throat, a weak grip, barely better than a touch.

He grew amused, I could see it as the worry of an attack washed away form his face. Suddenly he gasped, I'm guessing my eyes flashed blue. He opened his mouth to ask what I was doing when suddenly the metal on his throat began to collapse on itself.

"Whack!" he gasped, ripping the armour off. My hand fell limply to the side, as I chuckled, if I'm going to die, at least I made him pay. He panted and turned to me, lifting his arm and placing it directly over my head, "this will be the last time you make fun of Doom."

I couldn't help it, maybe it was the Spider-man in me, I smiled, "moron," I knew that word alone would be enough to drive him over the edge.

And it did.

I closed my eyes before I felt an overwhelming sense of pain take over my body. I saw Felicia smiling up at me as she curled her silver hair closer into my shoulder. Please God, whoever's listening, please, let her be safe.

* * *

 **First off, no, I'm not breaking Felicia and Peter up. But...remember back in ch 21 or so where I was setting up the pieces for something...risky?**

 **Yeah, well next time I'll reveal what I meant.**

 **Here I basically set up Doom as Spider's arch vial, a stand in until I'm ready to bring in the Green Goblin. Anyway, see you all in two weeks!**


	29. And Washed the Spider Out

Felicia Hardy didn't know what was worse. Seeing the man you love with all your heart brought in half dead, and knowing that if he did die, the last thing you ever said to each other would have been an argument.

An argument she regretted the moment she got home. He was right, like he always was. One would think her pride would hurt admitting that, but Felicia always understood the kind of person she loved.

He was a genius, he didn't have an equal, she highly doubted any man or woman on this planet could match wits with her love, be it with words, actions or thoughts. He would always be superior.

Even if he didn't admit it, he never would, the nobel bastard was too humble for that, she knew the man she loved, she knew him well.

And this just made the sight before her even more impossible to bare.

She had gotten the call just as she was going to bed. She was up late, her news feed was filled with images of the Brooklyn bridge covered with her love's webs, a message only for her written on it.

'I love you.'

The moment she saw that, she had forgiven him, though she realised it was her who had to do the asking, it was her fault they fought anyway. But then again being the woman in the relationship did have its perks.

She was actually expecting him to come swimming into her bedroom window, a single rose in her hand and a box of chocolates in another. She expected to spend the rest of the night in bed with him, doing her best to get him to forgive her.

By the time she was done, she expected even he would have had a hard time breathing. But that never happened. No...she never got the chance.

Tony Stark of all people had called her. He was frantic, when the words 'Peter's hurt' reached her ear all thoughts of sleeping left her mind, replaced with a numb ringing in her ears.

She didn't remember how she got to Avengers tower, nor did she remember how she got past security. Thinking back she thinks she used the silver bracelets Peter gave her for her birthday to swing around the city. But she really doesn't remember anything else.

When she arrived, she saw a small army of doctor's surrounding a body. A body so beaten and broken, she didn't realise it was the man she loved until she saw his hair. His blood soaked hair.

She gasped as she stepped back in fear, the door to his room closing behind her.

She walked back and hit the wall, sinking down as the feeling of total helplessness filled her heart. She looked in horror at the door as the doctor and nurse poured in and out. She recalled Tony Stark walking with them as they moved to and from the room, the man looked pale, worse than her, he looked like he hadn't slept in days, his beard scruffy and large, nothing like the perfectly groomed subject she was used to seeing.

"Sir! We need help! His spinal cord has been damaged, we need to fix it before doing anything else or he won't walk again!" a doctor cried out, the words ringing in Felicia's head.

"Fine! JARVIS! Who is the best neurologist in the city?!" Tony cried out.

" _That would be Doctor Stephen Strange sir,_ " the AI voice called out.

"Then get him here on the double!"

" _I am sorry sir, but I cannot._ "

"And why the hell not?!"

" _He was in an accident two weeks ago. His fingers have been irrecoverably damaged._ "

"Fine! Then get me the second best neurologist in the city! And get him here now!" Tony growled, he then dismissed the doctors, they quickly ran back to the surgery, eager to save her Peter's life.

Stark approached Felicia, she didn't know how she she looked, judging by the pitying look Stark sent her it must have been bad. Felicia's mind was consumed with...with doubt and fear. Nothing else but the daunting thought of what would happen if her Peter didn't make it.

"He's going to be fine," Stark told her, she didn't believe him, "I got the best doctors in the city working on him, they'll have him fixed up in no time," he gave a half hearted smile, "hey, maybe after that you two could go on a long vacation, I do have this amazing house in the Hamptons you could use, just don't throw any big parties okay?"

Felicia ignored his pathetic attempt at humor, it wasn't his best material, she didn't blame him. She didn't honestly care. She looked at him, "why didn't you take him to a hospital?"

Tony sighed, "given his unique...well, everything, I figured he would be better suited being treated here. Don't worry, I have the best doctors and equipment on standby, Peter Parker will not die tonight, I promise you."

And he kept that promise. Peter did pull through, though barely.

It took twenty doctors working for over 10 hours to stabilize him. For that time Felicia remained rooted to the spot outside his door, not bothering to look anywhere else. She was sure by now she smelt, she was sure off it, but again, she couldn't bring herself to care.

When he was finally stable she stayed by his bedside, refusing to move from it for any given reason. She drank nothing but coffee, watching over him like a hawk, she eat a little, a protein bar here and there. She didn't remember doing anything else.

The room was comfortable enough, people came and left, leaving a card or something to wish him a speedy recovery. They even brought in flowers, why she didn't understand. Honestly, he would prefer something useful, like a comic book or something.

While she sat there, looking at his broken form, she couldn't help wondering just how much she meant to him. Just how in such a short time, the cold hearted persona she so wanted to adapt broke apart like it was nothing. He didn't just break through her walls, he demolished them.

He...he was her everything, she knew this now. There was always a question of just what they were to each other, lovers, partners, friends...no. She knew now, they were more than all of that. They were soul mates.

She snorted at the thought, honestly, such a thought seemed...so impossible. But now? Now she had an example to prove the concept was real. Herself.

She felt sadness at seeing him like this, what if he had died? What would she have done then? What could she have done then? Died? Would she ever recover? He gave her everything and still thought it wasn't enough. And yet...Gods, she wouldn't be able to live with herself.

The sadness lasted like a cloud over her head for a whole day, the thoughts of possible suicide surfaced. She pushed them back, but she didn't think she could ever get rid of them. Not until Peter's eyes woke up once more and looked at her with that playful glint like they always had.

Felicia had stayed as the Avengers came and left. Tony came when he could, stayed to make sure she didn't need anything and then left. Bruce, who was horrified at the idea of a child being Spiderman, made his visits an hourly thing. She remembered when he first found out...it wasn't pretty.

"He's just a child!" Bruce cried out, yelling at Tony with such ferocity Felicia wondered if they would have to deal with the _other_ guy as well.

"He is...yes," Tony nodded.

"You let a child fight?! He could have gotten killed Tony!"

"Bruce listen-"

"-No you listen!" Bruce yelled back, "a child has no place in our world Tony! He's lucky he didn't die this time! There should not be a next time! We have to stop him, we have to make sure he never puts on that mask again!"

"You can't do shit," Felicia hissed. The man turned ot her, the teenage girl stared down two fo the smartest men on the planet, one stronger than a God, and she met their gaze defiant.

"You think you can stop him from doing what he does? Do you? Please, don't' make me laugh. He doesn't need your damn permission and he most certainly won't care if he doesn't have your blessing. He's a hero, not because he's a thrill seeker or a mad man, but because he's a hero. And I don't care who the fuck you think you are, but he's Spiderman And this?" she pointed at his injuries, "won't keep him down. He won't give up, he will never give up, he might stop for a while, just to recover, but you will never be able to stop him."

The two men said nothing, Felicia dismissed them with a wave, turning back to stay vigilant over Peter. They would see, any day now he would be up and running. And she would be there when it happened.

It was mid afternoon of the second day Peter was bedridden when she was forced to leave and shower. She was forced feed by some lady names Potts, she didn't remember, just a redhead, annoying redheads.

Speaking of which...Jean, she would have to tell Jean. She didn't know...Felicia didn't think she could do it. The words, 'Peter almost died' weren't ones she ever wished to use.

When she came back that evening she found she wasn't alone. Standing over his unconscious body was a bald man with a black trench coat and an eyepatch. Fury always looked active, never once looking his age. But now...now Felicia didn't see the director of SHIELD. No, she saw a tired man.

"The kid's strong," he replied looking up at her, "he'll wake up soon enough."

Felicia nodded, "I know. You don't have to tell me."

Fury smiled, "figured...Stark told me you have some choice words to Banner about Peter's condition."

The girl shrugged, "maybe I did. Why do you ask?"

Fury was silent, for the longest time he didn't say a thing, he looked like he was thinking something over, something important. Finally he sighed and took out an SA, an invention of Peter's.

He displayed a map and passed it to Felicia. It was a map of Rome, the outskirts of the city were highlighted. "What's this?"

"Doom's robot had been dismantled and kept for analysis in Peter's lab," Fury spoke, "when it activated it managed to break into Richard's lab and bring it's master back."

"How?" Felicia asked.

Fury slipped the screen and showed a video of a person dressed in black sneaking into Peter's lab through the window. A window that was hundred of feet above ground. He walked to the robot and assembled it together, taking out some kind of glowing blue battery and placing it into its system.

"We haven't been able to find out who this person was," Fury replied, "but we do know that after they left, a signal came from this location," he pointed to the map of Rome, "activating the robot and programing it to free Doom."

"Who?" was Felicia's cold question.

"...I suspect HYDRA," Fury replied.

Felicia turned to him, "how?"

"We managed to track this place down, that's why I've been missing for the past few days," Fury touched Peter's arm, almost apologetically, "we found several files relating to them...they wanted revenge. After what Peter did to Wyndham and revealing their resistance to the world...they wanted to remove him permanently."

"They knew Doom would try and kill him?" Felicia asked.

"Yes...they did….or at least they hoped," Fury growled.

"Bastards," Felicia's voice was filled with bile, pure unfiltered hate for the Nazi group. If she ever saw them again...she didn't think Peter would like what she did to them all.

She passed the SA back to Fury, "thank you for telling me...it helps knowing who was responsible for this whole mess."

Fury nodded, "right...of course."

Felicia walked over to her love's side, holding his hand in hers, "I just wish I could actually do something about this….about them."

Fury looked at her, "do you really mean that?"

"Yes," there was no hesitation, no doubt.

"What would you give up?"

"Everything."

"Even him?" he looked at Peter's body.

Felicia turned to the man, "what exactly are you telling me Fury?"

"I have a mission for you...a mission to ensure HYDRA never tries to attack Peter again."

"How?"

"You're father will help you in that regard."

Felicia locked down, those eyes...she feared she would never see them open again, "how long?"

"Until HYDRA falls...for good."

She was silent, for the longest time she said nothing. She was thinking, wondering just how much she was willing to give up. She meant it when she said everything, but him? Peter Parker? She didn't know if she could do that.

But...to protect him? To make sure those bastards never again tried to kill him? She would gladly die to make sure these past few days never happens again.

She looked at Fury, "what do I have to do?"

 **With Peter:**

Darkness all around.

I couldn't understand, how? Why? How can something be so empty yet I feel so at ease.

I felt my back, it was set into stone, something's wrong. I can't move my arms. I felt my skin, my lips were covered with something, I can't move. It's like I'm stuck in one place, unable to do anything.

I need to open my eyes, I need to find out where I am!

And slowly, there was light.

My eyelids were heavy, as the ceiling came into focus so did the sound of a heart beat monitor. I couldn't look anywhere else but straight up. My neck was fixed, I lowered my eyeballs down, I was in a hospital bed.

I looked around, there was a table, so many flowers. I hate flowers. I would rather they bring comic books. I felt rage, I remembered what happened, Doom, fucking Doom.

I looked down, my body was broken, my feet were bent at odd angles. My neck looked like it was black, my arms, oh god, they looked like they had been snapped at the wrist.

I felt around, my fingers, I could move them, but everything else, I looked at my legs and...oh god, I can't feel my legs! I can't…

Panic began to set in. I felt tears come up, no, no! This isn't fair! I did good, I was a freaking superhero! I did good! I helped people! What right did he have?! What right did Doom have?! His arrogance, his pride, it was so wounded that he felt it right to injured me?!

I felt my pain turn into anger. Pure unfiltered anger. I wanted Doom dead, I wanted him broken and lying at my feet. I needed...I need my body back, back in one piece. I needed to become strong again. And I have an idea just how to do that.

I looked around, a note was on the table, several notes all wishing me well. I lifted my hand and suddenly felt a flash of pain. No! I refuse to stop because of this! I need to do this!

I touched the edge of onenote and pulled it down. I looked around, no pen, great, just-wait, I looked to the side, mychart was hanging by the side of my bed. A pen was sticking out by the edge.

I felt my body weaken, I was going to go into a coma again, I need to be quick. Sadly my hand movement was sluggish, the pain was fighting through, I could barely touch the tip of the pen, instead of pulling it out, I was pushing it in, it was at the edge of falling off.

I sighed, I closed my eyes and focused, I touched the tip of my finger to the pen and felt my powers activate, sticking onto the pen. I pulled it out slowly, holding it in my hands tightly as I smiled, victory!

I laid my hand down to rest on top of the note, hard part's done. I sighed as I began to write in what was probably my worst handwriting to date.

'Sue: Mutant Spider project, pass: Felicia Parker A9+ Logan's blood. Hurry!' I wrote it down. Yes my password was Felicia, sue me.

I pray that Sue understands my message. She and Richard are my only hope! I knew I would get asked why I was even looking into this project in the first place, but this wasn't the time.

Then came the issue of my blood becoming too toxic to work, but I hoped the regenerative powers in Logan's blood to heal me and reduce the damage even if just by a little. Rightnow, the rewards far outweigh the risks.

I laid my head back down on my pillow, my neck hurting from moving as little as it did. I reached out, I felt the nurse help button and pressed it over and over as my eyes slowly closed.

I felt sleep take me just as the door came flying open and several people ran in.

"What happened?!"

"He pressed the help button! He's awake."

"Not now he isn't."

"Wait, what's that?"

"Call the director, he needs to know about this."

I was asleep again, but I was aware of myself. It's like something was slowly pulling me out again. My consciousness slowly pulled itself out of the abyss that was my coma, I could feel something stir up inside of me.

And suddenly I felt my lungs rage as if on fire. It felt like acid was poured into my lungs. I think my body might have gasped, I'm not sure. But I knew this feeling, I could only think one thing, 'thank you Sue'.

And when I opened my eyes again I felt something different. No restrictions. My body was whole once again. I put my arms down and pulled myself up, I looked around, my neck was healed, my legs were healed, my body was healed. It was like all that pain was for nothing.

I looked around, I was still getting IV drops, hm, don't need that anymore. I plucked all the wires off me and immediately the alarms went off. It shouldn't be long now until they all come running in. I got to my feet and stretch my hips, I feel stronger, good.

Suddenly the door was thrown open as Richard ran in first. He looked haggard and beaten with dark eyes. He looked at me like he couldn't believe what he was seeing. I smiled, "hey dad."

"Peter!" he cried out grabbing me into a hug, crying into my shoulder, "oh god I was so worried! I thought, I thought I had lost you too."

"You're going to have to work a lot harder to get rid of me dad," I hugged him back, that word, it came easier to me now. This man tried to knock out Doom with a fire extinguisher. I may not be his son, but he loved me like one. And I can't help but feel like I love him too.

Immediately a few people arrived and began to test me. Richard...dad, my dad was apparently my doctor, he nursed me back to health. He sat down right next to me as they looked me over, declaring me in perfect health, which they realised was incredible.

Dad sighed standing before me as I lied down on bed looking up at him. They had forced me back into bed, wanted me to stay off my feet for some time.

"You're blood accepted the mutant gene easily," he said taking down notes on his pad, "it went according to your notes, Sue infused Logan's blood into the radioactive gas, which she prepared exactly to the specifications listed in your notes. I still can't believe your blood has this kind of...side effect."

"Yeah, it does," I looked over his shoulders at the nurses taking my IV and heart monitor out, "maybe you shouldn't be open about things dad."

He noticed my line of sight and smiled, "SHIELD took care of it, you don't have nothing to worry about them."

"SHIELD's not as safe as we can believe," I studied the nurses faces, memorising them just in case, "better safe than sorry."

Richard smiled, "right. Don't worry, I didn't let anyone get a hold of your blood or any medical details, hence why I became your doctor instead of someone else outside."

I sighed, "thank god. If people knew...it wouldn't start a fucking arms race, it will start a war."

"Yes, it would," Richard put down the note and looked at me, "which leads me to my next question: why were you researching this in the first place?"

"I needed to know what happened to my body when Drew's blood was infused into me," which was the truth, "I didn't mean to do anything else," which wasn't. I totally wanted to rip off other people's powers.

Richard sighed, "right, well it's a good thing you did. Honestly when Sue saw the project you were working on, we feared you were going to go mad with power or something."

I smirked, "give it time dad. Where are we anyway?"

"Avenger's tower," Richard explained, "Tony was insistent we use it. He had the best equipment brought in for you. You're right now the only patient here."

So that's why it didn't smell like a hospital, ", guess it would be kind of awkward to explain how I healed so quickly if I had a roommate huh?"

He smiled, "right. Anyway, you've been out for almost a week. We gave you the gas two days ago, it took you one day to adapt it and another for Logan's powers to kick in and fully heal you. How do you feel?"

I clenched my fists, "strong," I sighed, when suddenly I smelt something. I sniffed the air, "what's that?"

My dad raised an eyebrow, "what?"

"I can smell something," I huffed, "it smells nice, like strawberries. And something sour, like stained beer, expensive cigars and...coffee?"

Just then the door opened up and Logan and Jean walked in. I was surprised before I smiled, "hey guys! Long time!"

"Peter!" Jean cried out as she ran to my side. She jumped on me, wrapping her hands around my neck, hugging me close, "oh thank god you're alright!"

"Told you he would be fine Jean, takes a few hours for the healing factor to kick in," came Logan's rough voice.

"I'm fine Jean," I told her as she slowly pulled back, I meet her blue eyes and immediately I knew she was reading my mind, ' _I promise, I'm fine._ '

" _You don't feel find,_ " she thought back, " _you feel...angry._ "

I nodded, " _Doom, he tried to kill me, damn right I'm angry. We'll talk later, I promise,_ " I broke away from her and looked at Logan, "thanks for doing this Logan, I know it wasn't fair to ask this of you-"

"-Save it kid," Logan held up his hand, "before and your chatty mouth came along I didn't even know my real name. As far as I'm concerned a few drops of my blood is nothing."

I smiled, "thanks," I turned to Jean, "I guessing when you heard you came running?"

Jean blushed "well, yeah, you are one of my best friends."

"Running? Ha!" Logan chuckled, "she tried to mind control me into coming!"

"What?!" I snapped at Jean.

"He looked like he was going to say no!" Jean defended herself.

I blinked and turned to Logan, "what?"

He shrugged, "some guy came up to me and asked me for some blood, of course I was going to think about it first."

I nodded, "reasonable request," I turned to Jean and flicked her cute nose, "no mind controlling people! Got it?! Unless they are annoying little shits that like to torture little girls and boys, only exception."

Jean smiled, "yeah, deal."

I smiled and turned to Richard, "what did you tell Ben and May?"

"That there was an accident in the lab and that you got hurt," Richard sighed, "they insisted they come and see but I told them you were being treated in the intensive care unit and couldn't have visitors. Now that you've healed up though, I don't really know what I can tell them."

I chuckled, "I'm sure we'll figure something out," slowly I turned serious, "what about the others? Is Reed and Ben alright?"

"First hour concious and already worried about other people," Logan snorted, "last I heard they are all fine."

"Tony arrived just as Doom was...hurting you," my dad explained. Suddenly I looked around on the table and saw the medical instruments start to float up. Immediately I grabbed Jean's hand, her eyes relaxed, slowly everything started to float back down.

"Sorry," she whispered.

"I'm fine Jean," I smiled back before turning back to Richard, "and then?"

"He fought off Doom, he lost about ten suits of armours in the process. Doom flew away, Tony wanted to give chase, but then he realised you were still hurt. He brought you back here where Bruce Banner stabilized you. Captain America chased Doom into open international waters. Unfortunately he did...something, something strange and he just...disappeared."

"He just disappeared?" I asked looking shocked.

Richard nodded, "yes."

'Magic,' I realized immediately, 'great he knows fucking magic.' I sighed, "okay, what happened next?"

"I managed to get to you in time and with Banner's help we stabilize you. It took a while, but a few days later you woke up and wrote that note. But then Sue was well enough to start making you that gas, and here we are a few days later."

"It caused a major incident kid," Logan picked up, "Doom's the ruler of Latveria, and the country views Doom's little trip into another world a form of prison. They are all up in arms, not to mention the Avengers and the Western hemisphere pissed off that you got hurt in the process."

"Hurt?!" Jean cried out, "that bastard damn well killed him!"

Logan shrugged, "either way, things are really difficult right now. Fury has his hands full trying to prevent world war 3. Shit isn't pretty kid."

I nodded and began to look around, spotting the notes and flowers. I couldn't read them before but now I could. I found wishes from a lot of people. Cap, Tony, Bruce, Clint, Nat, Sue, Reed, Johnny, Ben, Jean, Scott, Logan, Storm, Xavier, heck even Fury gave me one! But there was one person missing.

"What about Felicia?" I asked looking at them, "where is she?"

Jean immediately looked angry, "she's..." she looked and me and the anger drained away replaced with a smile, "she's gone home. She had been by your side all week, I insisted she go home and rest for some time."

"Oh," I blinked, "okay," something's wrong, I looked worried, but Jean refused to meet my eyes. Richard looked at her before sighing.

"Peter, maybe it's best you get some rest," he told me with a smile, "go on."

"I feel fine dad, really, I-"

"-Please Peter," Jean spoke up, "take some rest."

I looked at her and sighed, "yeah, okay. But...can you call Felicia, or text her? Let her know I'm fine."

Jean looked pained but nodded. She promised to do just that as she, Logan and my dad walked out. The moment the door closed I was out of the bed and pressing my ear against the door frame.

"Where is she?" I could hear Jean hiss, "she's supposed to be here."

"She said she couldn't take seeing him like this," my dad sighed, "poor girl."

"Poor my ass!" Jean cried out, "I know exactly what she was thinking! She's going to use Peter's near death experience to break out her dad! I can't believe she would do something like that!"

My eyes went wide, 'no, she can't be that stupid!'

"Where is she now?" Logan asked.

"Somewhere in Texas," Jean huffed, "that's all I could get."

"Thought I told you not to read people's mind Jean," Logan said in a warning tone.

"I'm sorry but no, when Peter was in a coma you know what I did? I tried to bring him out of it with my powers but I couldn't. So I went back into his memories and you know the last thing he thought? 'Please God, whoever's listening, please let her be safe'. He thought he was going to die and all he could think was about her, but she can't even see him when he's in the hospital?!"

I stopped listening, I just couldn't. Why? Why isn't she here? I can understand not wanting to waste any time, but if she was here I would...no, that's a lie. If she was in my position I wouldn't be here, I would be knocking on Doom's door with a cap opener and a gun.

Texas...her father. She's trying to free him! Logan mentioned SHIELD was busy trying to prevent world war 3, this would be the perfect time to make sure no one came after Walter! I'll admit, it's kind of sad she didn't want to be with me, but honestly it's ingenious the way she took advantage of a chance like that.

I need to get to her, before she did something stupid. Texas, a flight? No, the moment I leave Fury will figure that's where I'm going. Hm, maybe I can just take my car, last place I parked it...damn, I can't remember. No, wait, I gave it to MJ, she was going to drive it to her acting class before going straight home!

I looked around, no phone here, none of my clothes of personal items are here. This is Tony's place, he must have it in his lab or storage. I need to get it. I leaned towards the door, I can't hear anyone outside. I opened the door and quickly walked out.

I looked around, not many people here. Good. I kept walking until I saw the sign for an elevator. I called it to me and quickly stepped in, pressing the button that was labeled 'Lab'.

The doors opened and I quickly walked out. Luckily I wasn't wearing those scrubs that was open in the back, nope, just a decent pair of pants and a lose shirt. As I walked down the long corridor I avoided a few people when I could, people generally never look up.

I passed by a lab with a glass window when I stopped and saw my suit laying out on the table. I smiled, 'jackpot!' I walked up to the door and found it locked, I need a thumbprint to get in. Fuck me!

I looked at the scanner, maybe I can use some kind of dust to take the print and then apply it? Is that how that worked? God! All this way and stopped by a door!

"Here let me," I looked up and saw Bruce smiling. I was stunned still as I backed away, he opened the door with his print and stepped away, "here you go."

I blinked, "ah….hi..."

Bruce smiled, "I know who you really are Peter. Or should I say, spider-man?"

I blinked, "huh...so...you ah...you can keep a secret right?"

Bruce chuckled, "yes, believe me, I know how to keep a secret."

I looked at him and grinned, "thanks doc," I walked in and looked at my suit. I never realised how broken it was until now. The backpack with my arms was gone. The helmet broken into pieces and my gauntlets shattered.

The armour around my torso looked intact, along with the one around my leg, though they were covered with my blood. I sighed, "this is going to take a lot of work to fix."

"I surprised you even survived," Bruce told me as he approached from behind, "the amount of blood you lost...Peter, it's a miracle Tony got to you on time."

"Believe me, I know."

"The suit's system's gone," he tapped the hexagonal arc reactor, "Tony took a look at it, he got a little bit jealous at the upgrade. But he did proclaim it to be useless now. In his words, 'it's like a condom with holes'."

I snorted, "figured," I picked up the gauntlets and looked them over. I opened them up and took out my SHIELD issue phone, it was shattered, "sigh, no luck here."

"You want to make a call?" Bruce asked reaching in and taking out his own mobile, "here."

"Oh, thanks," I said taking the phone.

"Who are you calling?" he asked.

"My girlfriend."

Bruce shivered, "Felicia right?"

"Yeah...you know here?"

The man gulped, "yes, we met. She had….quite a lot to say. Damn scary woman."

I grinned, "damn straight" I pressed the phone against my ear however the call didn't go through, the number was switched off, "fuck!"

"What happened?"

"She's switched it off, meaning either she ran out of charge, which is unlikely, or that she's doing something very, very stupid."

"Like something that would make Fury angry?" Bruce asked.

"Yeah, maybe. Why?"

"Because he looks pretty angry right now," Bruce looked over my shoulder. I turned around and sure enough Fury was walking towards us with a glare and a feeling of dread took over.

He walked in, it was like the lock didn't even matter to him. He looked at me, "what in the hell does she think she's doing?!"

I held up my hands, "I honestly have no idea what you're talking about," which was a lie. Duh.

"Don't you dare play me for a fool Spider!" Fury spat, "your girlfriend! The Black Cat! She just broke her father out, the greatest burglar in the world out of prison!"

I blinked, "I say honestly say I had no idea she did that," which was true, I didn't think she did it already. Damn, nice time management.

"Really? You're telling me you had no idea she wanted to break her father out of prison?" Fury asked.

"No, that's not true," I replied, "I told you yesterday that….I mean a week ago, damn, it's been a week," I sighed, "anyway, I told you a week ago someone I suspected was HYDRA contacted Felicia and offered to help free her dad. So I did tell you, so you tell me Fury what the hell happened?"

Fury met my gaze and held it for a long time. He growled, "she broke in two nights ago. We didn't even get informed about Walter escaping until yesterday evening. She's in the wind Spider, do you have any idea where she is?"

"No, sorry," I told him.

Fury was silent as he studied me, "fine, but if you do happen to find her call us right away. She's in a lot of trouble, but if we deal with it quickly and quietly she might just end up on the other side of this with her hair still white."

He looked at Banner and then to the table with my costume in tatters. Fury sighed, "I'm sorry we didn't get the bastard."

I nodded, "I know. What's the situation right now?"

"Dangerous to say the least," Fury growled, "Doom's claiming diplomatic immunity and keeping quiet, but his people, well they are all rallied up into a frenzy claiming his stay in another world courtesy of Reed Richards and apparently you," he sent me a glare, "is reason enough for war. Honestly kid, I don't understand what the hell to expect."

"Did you call in the Avengers?" I asked.

"The Avengers are a weapon for humanity against threats beyond its reach. They aren't a peacekeeping force or a means of attack for America. They can't be seen taking on a foreign power, believe me, the mere existence of the Avengers makes people nervous, seeing the go after an enemy of the state will only make things worse."

"But that doesn't mean we aren't going to try," a second voice called out as Tony walked into the lab with Steve following behind him. He spotted me and smiled, "hey kid, glad you're alright. You're looking a lot better."

"And I here I have you to thank for that," I smiled, "thanks Tony."

"Oh don't go soft on me, always a pleasure walking in on a dictator beating a teenage boy to death," he said patting me on the shoulder.

"Not the time Tony," Steve warned, to which Tony just rolled his eyes.

"So what's going on with Doom?" Bruce asked, "are we going to get him any time soon?"

"No," Steve spoke, "it's too complicated. The only way we would even have a chance is if he comes to us."

"Which is highly unlikely," Tony leaned over my costume and examined it, "you need help making a new one?"

"No, well...yeah," I sighed rubbing my head, "but I don't think I'm up to it just yet. Nearly dying tends to….leave an impression on you," I won't admit it, but inside I felt a little bit of doubt stir up, I was afraid, that if I put on that costume again the next time I'm bleeding out there won't be anyone to save me.

"There's no shame in taking a break Peter," Steve said patting my shoulder, "even the best of us need a break sometimes."

The others didn't say much, settling instead to just give me stares of confidence. I nodded to them and stepped back, letting them continue their little talk.

"I have SHIELD monitoring everything," Fury spoke up, "if Doom even thinks of leaving his country we'll have dead to rights."

"He won't leave his country," Tony told, "why would he? There he's safe, the people love him and everything's all right. No, he won't come out, but that doesn't mean he'll just sit there and waste his time, no, he's smart, he's very smart. I'm guessing he'll build up his army, and only when he's sure he can beat us, he'll come back for round 2."

"We need a plan of attack if...when he does," Steve nodded, "Tony, those drones he used, think you can beat it?"

Tony rubbed his eyes, I could see they were heavy, he wasn't getting much sleep. "I can try. But I'm not too sure. Never did trust drones controlled by artificial intelligence."

" _Thank you for the vote of confidence sir_ ," came Jarvis' voice off the coms.

"Oh shut it you," Tony smirked.

"We'll catch this son of a bitch Pete," Steve told me, "I promise."

I sighed, "thanks...oh and by the way, you should know he has some new power."

"What? What kind?" Fury asked.

"He can manipulate pure energy," I told him, "it pours out of him, like water from a tap and he can use it to create things, like a shield or energy blasts. It's….different," I was going to say 'magic', but none of these guys believe in magic, and I don't want to become a laughing stock.

"Great, I'll add that into the list," Fury sighed looking upset.

"Peter, maybe it's time you get back in bed," Bruce spoke up, "you need the rest."

"I'm fine Dr. Banner," I shrugged, "Logan's blood worked like a charm. I don't-"

"-Either way, it's best you lay down for some time," Steve insisted.

"Listen to the grown ups kid," Tony patted me on the shoulder with a smirk, "trust me, we got this."

I looked at them and I could see it, pity. They were sad for me. I was sad for me. They never saw me as a kid before, only as Spider-man, guess seeing me now...it made them realise that there was a sixteen year old behind the mask, not a grown man. I hated it. But I feel the same way.

I walked away without a word. As I left the lab I looked over my shoulder and saw them talking again. I needed to hear what they were saying, and suddenly my eyes started to vibrate. I felt them being stretched out, like my ear drums were being pulled inwards. And after a sharp screech I could hear them talking.

"-he's not ready Tony! You saw what Dome did to him! Do you think anyone can take that?!" Steve cried out.

"Yes, because he needs too," Tony insisted.

"He's just a kid Stark," Fury cut in.

"A kid who figured out a year ago that if you don't do good things, you're letting the bad people in the world get away scott free," Tony shot back, "what were you doing when you were 15 Fury? Hmm? In a boot camp somewhere? And you Cap? I know what I was doing, I was making toys in my dad's garage and trying to get with the hottest girl in my school. But Peter? He was fighting an alien invasion. He was out there saving lives, he's better than all of us, he can be greater than we ever could."

"He's still a kid Tony," was Steve's silent response, "he doesn't have to carry this burden. It's not right. We're supposed to protect him, but look what happened. He shouldn't be Spider-man anymore, we can't condone it."

"So what? You're just going to throw him out into the woods?" Tony asked, "come on Fury, you can't seriously be considering this."

"I spoke to his father," Fury said quietly, "the man didn't want this for his boy."

"Because he's such a great father-"

"Enough Tony!" Steve cut in, "he might not have been there for Peter at first but he is now. He has a right to be a part of his life."

"And technically since Peter is still a minor his father is still his parent," Fury confirmed, "he asked me to stop training Peter."

"And you're considering it?" Tony's voice was sharp, like an arrow.

"Maybe."

"Fury, that kid started going out in a red jacket and tights long before any of us saw him. You really think you not giving him _permission_ is going to change his mind?! The first day he gets out here he's going to be back in costume putting away bad guys! Mark my words. He's not someone you can order around Fury, you know this. Not giving him training just puts him into more trouble!"

"He's right," Bruce spoke up for the first time, "Peter's a strong kid, he won't let people order him around. You know this Fury. Don't push him away, Peter...he won't take it well."

I looked at them, the four men looked at each other with unwavering focus, they didn't know what to say. I drew my focus away from them and suddenly my ears started to squeeze shut again.

I winced at the strange sensation. It was like...new powers? Logan, didn't he have some kind of enhanced sense? The smell, I smelt Jean and Logan before they entered, and the hearing. Hm, I need to look into this, but not now. Right now I have a silver haired moron to find and keep safe.

Sneaking out of Stark tower wasn't easy. I'll give Tony this much, he has very good security. I knew for a fact that if I was trying to get into the place instead of getting out, it would have been impossible.

"Hey Jarvis," I called out as I walked into the elevator.

"Yes sir?" the AI asked.

"Which floor is housing?" I asked.

"The floor above sir," he told me, "may I ask why?"

"No reason," I pressed the button for the floor above me. It opened up and I quickly walked out. I looked around, no doubt Jarvis would tell Tony what I was doing, so I need to be quick. I found a locked door near the end of the corridor with Bruce's name on it.

I pressed my hand on the handle, it was locked, a deadbolt no doubt. I focused and I knew my eyes flashed blue as I activated my metal bending. I smirked, still a cool name.

I unlocked it with my powers and stepped in. The room was neat, a pile of books and notes in one corner, but generally very clean. I walked into his closet and opened it up. I found a lot of jackets, slacks and purple shirts combos, guy really had a thing for purple.

I grabbed a pair of cheap looking jeans, probablys since Bruce orders them in bulk. I also grabbed a green t-shirt with the Hulk's face on it, probably a gift from Tony judging by the poor taste.

With a new set of clothes on I walked out. Grabbing a cap and a spare set of reading glasses from Bruce's desk. My disguise was complete. I only wish I had a better set of shoes rather than the loafers I had on right now.

I couldn't use the lift, I knew that. So instead I moved to the fire escape. I opened the door and looked down, I must be a hundred floors up. Meh, I'll take the expressway.

I jumped onto the railings and dropped down, landing in a squat. I jumped down two floors at a time, over and over again. I was making amazing time. I reached the ground floor in ten minutes and snuck out.

There was security everywhere, I immediately spotted the cameras and thanks to Widow's training I was able to slip past them undetected. The moment I walked outside the glass doors I heard the faint sound of alarms going off, guess they figured out I escaped.

I quickened my pace, not too much to make myself obvious. I looked around, people didn't care about the fact a teenager in a shirt and jeans just walked out of the Avengers tower. Thank God it's New York.

I put on the cap and glasses, popping the lens out to make sure it wouldn't impair my vision. I looked around, I needed cash. A wealthy looking man was walking towards me, nice coat, briefcase. Jack pot.

I ran into him shoulder first. "Oh my god, I'm so sorry mr," I quickly replied, touching his sides and shoulder, "are you okay?"

"Yes, yes, I'm quite alright," came a dry british accent as he pushed my hands away, "watch where you are going."

"Right, sorry," I replied with a smile before walking off. I felt his leather bound wallet in my hands, thank you spider power. One stick finger was all I needed.

I turned the corner into an alley and looked inside. Three hundred bucks in change, not bad. I took the cash and threw the wallet outside, the guy would need this back.

My spy training kicked in, all those hours with Nat and David weren't just me getting my butt kicked, it was also training. And I used that training to make it seem like I was heading to the Baxter building, planting several fake leads towards that area. While in reality I just caught the first bus I could to Queens.

It took me an hour to get to get near Felicia's place, I went into a salvation army and got another set of clothes, black shirt and blue jeans with a jacket and another cap. I gave my old set of clothes to a homeless man and paid him fifty bucks to walk around the block three times with it. planted so many fake leads into my track I doubt even Fury could find me quickly.

I walked in and rang the bell. I stepped away and waited, the door opened and Valeri opened it, blinking in surprise as she saw me. "Peter, what a surprise! I thought you were in the hospital!" she was smiling, got you you bitch.

"Where is she?" I asked.

"What? Who?" she was a really bad actress.

"Felicia," I pushed the door open, pushing her away, I looked around, she wasn't in here.

"She isn't here!" Valier called out, "and you can't just walk into someone else's house! I can sue you for trespassing!"

"I know you're lying."

"How?" she asked in disbelief.

"You remembered my name," I scoffed, "plus you smiled at me."

She looked embarrassed but quickly hide it, "I don't know where my daughter is Peter, but the moment I do-"

"-Mom," I turned around seeing Felicia walk in with her father standing protectively over her. She looked at me with broken eyes, "it's okay."

Valerie sighed, she closed the door behind her as I walked in. Felicia winced as I ran towards her, she began "Peter I'm sorry, I couldn't wait any longer."

I took off the cap and looked at her. She looked guilty, so guilty. I then looked up at her father and glared, "you're daughter's a criminal now."

Walter stiffened, "SHIELD won't-"

"-Fury's looking for her right now," I hissed out, "and if I'm smart enough to figure out she's here then so is he. You have half an hour, maybe less before they find you. What's it going to be Walter?"

"He's not going anywhere!" Valeir called out as she stood by her husband's side, grabbing his hand, "he won't be locked up, not again!"

"And how are you going to do that?" I asked her, "and I don't just mean him, Felicia's in trouble too."

"We know," Walter stepped forward, I looked behind him and saw bag packed and ready, a sharp pain struck my heart. He spoke up, "that's why we are leaving, right now."

"W-what?" I looked at Felicia, "where?"

"It doesn't matter," she shrugged, "anywhere."

"You're going to live your life as a criminal? Running away?!"

"I am a criminal!" Felicia snapped, "from day one you knew that! You knew what I was, so don't act surprised now."

"What about your life here Felicia?!" I asked, "what about Liz? MJ? Me?...Us?"

"Peter...I'm sorry, but he's my dad and I'm not letting him get sent away again," she sounded hurt, she really did. She looked me, I could see tears form in her eyes, I couldn't understand, I couldn't move. She whispered, "I'm sorry."

"We need to move," Walter grabbed several duffle bags and gave on to Valeri, "if he's here they won't be far behind."

"Felicia, let's go," Valeri grabbed her daughter by the arm and dragged her out.

"Peter," she called out. I looked up. I saw tears running down her face, "I'm sorry."

I didn't say a thing as they left. I couldn't. If she stayed they would capture her and throw her into the same cell they had for Walter. I….I can't let her go. Never.

"Wait!" I called out running out. They had already left the building. I ran out and chased them. Felicia looked back at me with confused eyes, "I'm coming with you."

"What?" she asked in disbelief.

"I'm coming with you," I told her, "call MJ, tell her to bring my car, we can use it to get away. SHIELD won't be able to track us."

"Peter you can't-"

"-Yes, I can," I remembered the people I would be giving up. My dad...Jean, May, Ben, MJ, Liz...so many people. But it would be worth it, she was the only one important to me. It was worth it.

"Peter-"

"-We don't have time," Walter told her, he looked at me, "I'm sorry son, but you can't come with us."

"I have nothing holding me back."

"You have family Peter, your aunt, your uncle," Felicia cried, "your dad finally came home."

"It doesn't matter," they don't matter to me, "I'm coming with you," you were the only person I care for. They were a part of Peter Parker's world, she is a part of mine.

"Peter," Felicia smiled, she ran at me and I held her tight, "thank you."

"Always Kitten," I whispered back, and suddenly my spider sense went off. I moved away immediately from her when suddenly a hand came flying out jabbing a taser into my gut. I could feel the electricity course through my body.

I dropped on the ground, I felt my body stiffen like a board. She looked over me, silver hair with green eyes. Beautiful, so beautiful. She smiled sadly, "I can't let you do this Peter, I'm sorry. I love you."

"W-why?" I managed to ask.

"Because as much as I need Peter Parker...this city needs Spider-man," I could see her face breaking up, she looked beyond broken. I tried to reach up and wipe away the tears running down her face, but I felt my body suddenly hit again with her taser.

"Moron," I whispered. She really was a moron. I didn't have anyone else, only here. I felt my body slowly heal itself, I could feel my nerves heal themselves. Huh, that's a new feeling.

I moved my arm, my fingers and then my body. I looked up just as her cab turned the corner and disappeared.

'No,' I told myself as I tried to get on my feet only to fall down and hurt my face. I pushed myself up again, "no." I tried to walk, but dropped down feeling exhausted. I looked up, she wasn't there, it wasn't right. It wasn't fair.

My Kitten...my Cat. Why don't you get it? I would give up anything for you.

 **With Felicia:**

The taxi dropped them off at the airport, they managed to sneak into a private runway and by the time nightfall came, their plane was ready to leave.

Felicia and her father stood side by side once more. The cold wind of the night curling her hair and blowing it to her face, it was like the wind itself didn't want to see her tears falling down.

"Kitten..." Walter began, hurt and helpless to make his daughter's pain go away.

"Don't," she whispered, "just don't...that man...he's impossible."

Walter sighed, "if it's any consolation...he's one tough cookie...hard to believe that the man who took down a HYDRA base was just a kid."

"He's more than that dad...he's amazing," Felicia whispered.

"Are you rethinking the plan?" a new voice called out. The two cats turned to see Fury approach them from out of the shadows, his one eye on the younger one, "if you want...you can stop. I can make it seem like you changed your mind, pull the heat off you. You don't need to-"

"-No," came Felicia's harsh tone, "I won't ever see Peter hurt like that...not ever. I'll make sure off it...I..is he okay?"

Fury sighed, "he's currently frantically searching every single camera feed he can of JFK trying to find you...I doubt he will."

"That boy..." Walter shook his head, "how did he get out of your hands? You were supposed to stall him."

Fury shrugged, "we trained him too well...Widow is proud to say the least, five minutes and he already had us chasing our tails."

Felicia snorted, "and he said he would make a terrible spy."

Silence rained down for a moment before Fury broke it once more, "your wife is coming with you? That's wasn't part of the plan."

"I'm not leaving my family again Fury...never again," Walter shot back.

"How will you manage with a civilian on the trail? She'll slow you down, you and your daughter are Cats, she is not."

Walter shrugged, "we'll manage. Now...do you have it?"

Fury took out and held up a piece of paper with his seal and the seal of the president of the United States on it, "full immunity for one Walter Hardy, provided he is able to provide enough evidence that leads to the arrest or destruction of HYDRA."

Walter smiled as he took the paper and carefully put it away, "how long will this mission last Fury?"

"As long as it takes," Felicia replied instead, the two men turned to her, she glared back, "until I'm sure HYDRA will never again even touch Peter...until that day, we keep doing this."

"That could take years," Fury argued.

"He'll wait for me...I know it. He might hate me for a while, hell, he might even try and move on...but I don't think he'll be able too….just like I wouldn't be able to as well," Felicia said with a sad smile.

"Do you want me to pass him a message?" Fury offered.

Felicia shook her head, "no...it would be too suspicious. If HYDRA is watching him and me...they need to think I am truly on the run and no longer his ally. I think I managed to trick Jean...and I don't doubt she hates me for ti...but...damn it...what am I going to say to him? How am I going to explain all of this?"

Fury smirked, "that's a problem for another time...for now," he took out a file and handed it over to the older Hardy, "this is your first assignment. Good luck, Cat, Black Cat." Without a word, father and daughter got onto their private jet and left, heading Eastward to Europe.

Fury looked at the plane's back lights and sighed, 'sorry kid...forgive me.'

* * *

 **Here you go, consider this extra set of chapters as an apology for...well, this.**

 **I wanted to get this over with as soon as possible and well...the words just came out.**

 **Felicia and Peter aren't over, see my cover image? Is it still of them together? Yes? What does this tell you? Am I being crazy? Probably, but you see the kind of P.M.s I get and try ending up just a little be on the side of cautious.**

 **I want Felicia to grow as a character, I'm thinking like the New Black Widow or something, so she needed to do something like that.**

 **Then I also wanted Peter to...well, feel something. A loss, a pain, he can't just fuck with whoever he wants and not expect some consequences. I'm not making another Mary Sue type. I hope.**

 **Anyway, with that...let the hate begin. No, wait, not yet, there's another chapter, read that then begin the hating. Please?**


	30. Up Came the Sun

**Two months later:**

" _It's been nearly two weeks since the Latverian Dictator Victor Von Doom, also known as Doctor Doom, was last seen in public eyes. The last time he was seen was in France where it is rumoured he threatened the French prime minister and his family. This hasn't been confirmed as no one in the French government has chosen to comment on it. But France's recent departure from the UN charter bill to bring Doom upon charges does rise some interesting questions._

" _And in local NEWS there still isn't any word on the local missing hero Spider-man. People last saw Spidey swing into the burning Baxter building in order to save lives. Since that day there have been no sightings of said hero and no reports of his death official released by the Avenger's spokesperson, Tony Stark who only had this to say;_

The TV displayed Tony standing before a podium dressed in a shirt and blazer, " _Spider-man suffered grave injuries during his confrontation with Doom. I'm not sure whether or not he's coming back any time soon, but I sure hope he does._ "

"Well I hardly think that matters," May huffed as she switched off the TV, "that young man should know better. The poor Spider dear is probably hurt, he needs time to rest."

"Yes, he does May," Richard reached out and squeezed my hand, "we all do. But there's also a time in life when you try and get back on your feet."

I pulled my hand away getting up from the meal, I grabbed the empty plate and put it in the sink. "I'll see you guys tomorrow," I mumbled and walked upstairs to my bed.

"Peter!" Ben called out, I ignored him. I could hear him sigh, "it's too soon Richard, give him some time."

"But Ben-"

-No Rich, I understand it's important for Peter to break out of this funk. But you understand that he's still just a boy. He needs time to get over her."

I stopped listening then, slamming my door close. I walked inside and plopped on the bed throwing the blanket over my as I curled into a ball.

It's been two months. Two months since she left me. Two months and she didn't call, text or get in touch in any way. How? How could she do this?

Every moment of my life has been nothing but a grey reminder of what could have been.

I wanted Felicia to be there when I woke up. Instead I was alone. I had Jean, Logan and my dad, but I needed her.

I wanted her to be with me when I came home. But instead I ran to her house where she knocked me out. I woke up to find Natasha looking down at me with a sad look on her face. She didn't ask what happened, she didn't have too.

I wanted her with me when I told May and Ben that I was fine. Instead I had to do it alone, I had to pretend like all I had was sprained ankle and a couple of bruises, how else could I explain such a short recovery time?

I wanted her to be there with me when we went back to school. But instead I had Liz and MJ to keep me company as I walked down those halls. By then people had heard Felicia had transferred away. They looked at me like a lost puppy and they were right.

A few girls tried to get close, tried to get handsy. MJ and Liz scared them away. I didn't care either way. I am well past caring.

For two months I stayed in this shell. I wasn't Spider-man, not anymore. I'll admit, putting on that costume again, that feeling of absolute terror that Doom might one day come back to kill me again, that was why I didn't do it. I was scared to be a hero. And I couldn't be Peter Parker, not without her. I had no reason to be Peter Parker.

The FF were slowly rebuilding their home, I offered to help but they insisted I should take care of myself first. Jean called a few times, asked how I was. She didn't believe me when I said I was fine. She wanted to come over but never could seem to find the time. There was trouble in the new school she was in, I knew right now the X-men Evolution storyline had began.

I knew she wouldn't be able to help. I knew no would be able to help me. And I knew that right now there was no point. The city was safe. Daredevil was born. I never had the chance to make the suit for Matt. But it didn't matter, he got it the same way he did in canon.

He kept most of Manhattan safe, not just sticking to Hell's kitchen. I think that might have been my influence on him. But either way, there was no reason for Spider-man to live. The cops had things under control, crime was slowly going down.

Why the hell should I even bother?

I wasn't always like this, always….so depressed. When I first woke up I did my best to track Felicia down. But Walter knew his stuff. I got one frame of her face in a security camera in JFK, but nothing else. She was gone, like a ghost in the wind.

And that's when I slowly started to give up. Everything was pointless.

A month into my 'retirement' Fury had canceled my training with Nat, guess in the end he figured I was going to quit being Spider-man, and he was right. I wasn't an agent anymore, I didn't want it.

I looked up at my ceiling, God I had that stupid thing memorized by now. Why? Why did she leave? What am I saying, there's no question of why, I know why. Did I really expect her to pick her dad over me?

But all those times, all those times we spent together, the plans we made, we would get a house together, a place just for us. We would...it doesn't matter now anyway.

 **The next day:**

"Have a nice day at school!" May called out.

"We will aunt May!" MJ called out as she waved at her good bye. I pulled out of the driveway and drove us to the dreaded place known as school. I hated it even more now. No point. I had a scowl on my face and MJ noticed.

"Peter," she said slowly, "you need to snap out of it."

"What?" I asked knowing the answer.

"You know what," she sighed, "it's been two months Peter. You need to let her go."

"I'm working on it," I lied.

"No you aren't," she snapped at me, "you're just wallowing in your own self pity and doubt and doing nothing else! It's been months since you did anything other than go to school, and...since you were Spider-man."

"I know," I told her, "and?"

"And? Peter, I know you, you can't stop being the hero, not even for a second. So this little act you're putting on-"

"-Shut up!" I snapped, "you don't know what you're talking about," I was no hero. I'm a coward. MJ was silent for the whole trip. We reached school and went our separate ways.

Classes were dull. I lost count of how many times I begged Richard to let me skip it and go directly to college instead. He refused of course. Stupid stubborn man.

I was barely alive when in classes, I didn't care what was being taught. When lunch rolled around I sat down with Liz and MJ as they talked about classes and such.

Just then Mark came over, "hey girls, Peter," he greeted us all as sat down next to MJ. She smiled as he leaned in giving her a kiss, "hey sweetie."

"Hey," MJ smiled, oh yes, I almost forgot about him. Damn musicians, always rolling over other people not caring about their feelings. Does he think I need to see this right now?

"So Pete, how are things?" Mark asked, MJ hit him in the shoulder, "what? I was just wondering is all."

I sighed, "I'm fine Mark. Stop asking." Mark Raxton, a plague on my being. It's not that he and MJ are a thing, it's that he and MJ are a thing and totally in love. Reminded me of Felicia.

"Right," Mark cleared his throat and turned to MJ, "so what are you doing tonight?"

MJ smirked, "nothing, you?"

"Well, Harry's hosting this party in his place outside the city...if you're interested?" he suggested.

"Right," MJ smiled before her eyes went wide, "no wait! Liz, don't we have that project-"

"-Don't even sweat about it girl," Liz said not bothering to look up from her phone, "I was going to cancel on you anyway. I have plans tonight."

"Oh? With who?" MJ asked.

"Just plans," Liz replied.

"Oh, 'plans', I see, who's the lucky guy?" Mark asked.

"None."

"None?"

"As in none of your business," Liz snapped back with a smirk, "anyway," she looked at me, "are you going home after school?"

I nodded, "probably."

"Harry's party-"

"-Wouldn't go even if he begged me."

"You don't have anything better to do."

"I would rather watch paint dry than go to one of Osborn's parties."

"Right," she drawled out, "okay then...we all miss her you know. It's not just you."

I looked up, "yeah, I know."

"You can't beat yourself up about this."

"I know Liz," I said in an annoyed tone. No one said a thing, turning to ignore me as was normal. I didn't mind, I had nothing to say.

"Liz!" Candice, a cheerleader and one of Liz's friends called out. She and the rest of the cheerleaders quickly crowded around Liz. After Felicia left the trio broke apart, MJ had Mark but Liz was alone. So she reached out to her old friends, and things were back to normal.

"So did you hear about Janet?" a blonde with long hair asked, Patricia I think, "she like totally got pregnant."

"Why do you think that?" Liz asked curiously.

"Because last week at Josh's party she didn't drink," Amber said with a grin, "and you know how much she loves her booze."

"No way," Liz gapped, "isn't her dad like a Republican or something? Is she going to keep the baby?"

"I don't know, but if it was up to me I wouldn't show my face around here anymore," some brown haired girl said as she looked over her shoulder and glared at Jannet.

"We should totally like watch her tonight," Amber said, "like at Harry's party. If she doesn't drink we know she's pregnant for sure!" They all quickly agreed.

"You're coming right Liz?" Candice asked.

Liz nodded, "yeah, but maybe a little later."

"Why?"

"She's got a date," Mark said with a smile.

"Really?!" the girls squealed, "who is it!"

Liz grumbled, "you'll see him tonight, I promise."

"You better!" Amber squealed as they all giggled to each other. God I hate high school.

"Heya girls! How's it hanging!" I couldn't help roll my eyes at the sound of his voice. Flash Thompson, joy. As if this day couldn't get any worse.

Flash came over with a smile on his face, "ladies."

"Flash," Amber said batting her eyebrows at him.

"Hey Liz," Flash turned to Liz giving her his best smile.

"Hey," Liz said not bothering to show anger or any sign of hate. Guess she really was over him.

"So what are you guys talking about?" Flash asked as he sat down next to Mark with a grin, "is it about Spidey?"

"We don't always talk about Spider-man Flash," Patricia said with a roll of her eyes, "besides he's like so last year. People haven't even seen him around since that whole Doom thing."

"Yeah, who know if he's even alive?" Amber sighed.

"He's alive!" Flash smashed his palm on the table, "I know it!"

"How?" Liz asked with a raised eyebrow, I looked up from my meal and we made eye contact for a brief second.

"Because! He's Spider-man! He won't let himself get beaten up by some guy in a green cape! He's better than that!" Flash smiled.

"Well if he isn't dead where is he?" the brown haired- Courtney! That's her name! I remember!

"He's probably getting ready for a big comeback," Flash stated proudly, "he's going come in flying just you wait!"

"Not bloody likely," I muttered.

"What did you say Parker?!" Flash roared, crap, he heard me.

"Nothing," I got up and picked up my tray. But before I could Flash stood up and grabbed my by my hoodie. He pulled me up near his face causing me to drop my plate in surprise.

"He's coming back! You hear me! Nothing's going to keep him down!" Flash roared.

"I hear you," I node, "please let go of me Flash."

Flash growled, he pushed me back and let go, "you ain't worth it."

I sighed, "I know," I bent down to pick up my plate.

"I don't know what Felicia ever saw you," Flash spat out.

"Flash!" Liz cried out standing, "that's too far!"

"Yeah right, what's he going-," Flash turned at me and paused. My uncaring personality dropped. I looked at him with anger in my eyes. I charged forward and grabbed him by the throat, pushing him back onto the table and held him down.

"You want to know something Flash?!" I asked, I let my rage get the best of me but I didn't care, "you want to know what happened that day when Doom came for us? You want to know what I saw?! I saw Spider-man beaten to a bloody pulp! I saw him on the ground bleeding out, dieing. I saw his arms broken, his legs shattered. Doom didn't just beat him, he destroyed him. He's dead Flash, accept it!"

I moved away and let go of him. Flash coughed. Immediately the girls went to his side and helped him up. I turned away and walked, I didn't need this.

"Y-you're wrong," he coughed out. I stopped and slowly turned to look at him. Flash rubbed his throat in pain, I can see bruising on it. He looked at me with such determination I could almost be forgiven for thinking he was anyone else but the moron he was.

"What?" I asked.

"He's not dead," Flash spoke out, "he can't be."

"I saw him die Flash," I spat out, "I saw him bleed out. I was there that day."

"I don't believe you," Flash said, "he's alive! I know it!"

I shrugged, "I don't care if you don't believe it or not," I walked away and called out, "Spider-man's dead. Get used to it."

I can't do this, not today. I went to my locker and grabbed my bag. I walked out of school early and got into my car and drove off. I needed to do something, anything!

I sighed, I had only one place to go to.

I drove into the Baxter building. The place had slowly gotten back into it's former glory. Reed and Sue had taken the liberty of getting a new upgraded security system, nothing too fancy, but enough to make sure Doom won't have a nice time the next time he comes around.

When I stepped into the elevator I had flashbacks to that day. I could almost feel my arms tingle. My back twitched, it remembered what happened here.

The doors opened and I stepped out. The walls had been built back, most of the structural work had been taken care off. But everything was still open, they needed to replace the tech and everything else.

I walked into the lounge, which was reduced to just a newly renovated kitchen and two sofas. I spotted Reed and Sue looking over a blueprint in the middle of the room. I smiled, "hey."

Sue looked up and immediately her eyes went wide, "Peter!" She ran at me and gave me a fierce hug, holding me tightly, "it's so good to see you again!"

I smiled as I hugged her back, "it's nice to see you again too Sue," I looked over her shoulder and saw Reed smiling at me, "hey Stretch, how've you been?"

"Better," Reed shock my hand, "it's nice to see you again Peter. It's been too long."

"Yeah well, the body healed but the spirit...," I trailed off looking around, "but it looks like you're bringing things up nicely."

"We're handling ourselves pretty well," Sue admitted as she broke the hug and smiled at me, she grabbed my hand and pulled me to the table, "come on, I'll show you."

I chuckled but nodded. I stood there as she and Reed explained what they were going to build in place of the broken down labs. Honestly it was very impressive. I asked questions often, giving her inputs whenever I could.

An hour quickly passed as Sue and Reed took me through each and every room in the building. Just then Johnny flew in from outside with a bag of concrete. He spotted me and smiled, "heya Pete! Fancy seeing you here!"

I smiled as Johnny landed before me and turned his flames off, "nice to see you too. Working hard I see."

Johnny shrugged, "I do what I can."

"Where's Ben?" I asked looking around, "I'm surprised he isn't here."

"Ben ah, he's..." Reed trialed off unsure what to say.

"Ben got lucky," Johnny said bluntly, "he's at his girlfriend's place for the past week. No clue when he's coming back."

I blinked, "girlfriend?!"

"Yeah."

I threw my arms up, "it's a fucking invasion! How?! When!"

"She's a psychiatrist," Susan explained, "she was helping Ben with...his problem."

I winced, "you let him date his psychiatric?"

"Well when you look like him you don't really get that many choices," Johnny replied with a shrug.

"Johnny!" Sue cried out.

"Sorry!" Johnny smiled.

"Alright," I took off my hoodie revealing the white shirt I had on underneath, "how can I help?"

"You sure Peter?" Reed asked cautiously, "we don't want too-"

"I'm fine Reed, really. Please, I need something to do anyway, I would be happy to help," I smiled.

For the next three hours we worked together as a team. Reed and I helped with the heavy lifting, poured the concrete, helped set everything up. The contractors were coming tomorrow, but it was our job to fix everything up for them. Lazy fucks.

By around 5 though I got one hell of a shock. The elevator doors opened and I heard a familiar clicking of boots. I was with Reed looking over the blueprints for my lab once more when I noticed Liz walking into the lounge.

"Liz?" I asked in surprise, "what are you doing here?"

Liz blinked, "Peter?"

"Liz!" Johnny cried out as he ran over and gave her a kiss on the lips, "hey blondie, ready for our date?"

"Ah Johnny," Liz looked at me.

Johnny looked over, my jaw was practically on the floor. I turned to him and then to his arm around Liz and then to him. I blinked, "what the fuck?"

"Ah….we really should go," Johnny spoke up grabbing a coat, "bye Peter!" He grabbed Liz and ran out to the door.

"Ah, bye!" Liz called out.

I ran towards them just in time to see the doors shut close. I turned to Reed, "what the fuck was that?!"

Reed blinked, "oh? Did Johnny not tell you? He and Liz have been going out for some time now."

"What?!" I turned to the lift and activated my advanced hearing.

"I can't believe we just ran out like that," Liz said with a huff.

"Believe me, it's easier this way," Johnny sounded scared, good.

I turned to Read, "anything else you want to tell me? Did anyone else get a girlfriend while I was away?!"

"Oh, did he find out about Liz?" Sue asked as she came in with a grin, "relax Peter, I already warned him that if he doesn't treat her right you would break his arms."

"What? Yeah, fine, but...ah! I can't believe they didn't tell me!" I grumbled looking at Sue and Reed, "are you two dating now too?"

Reed blushed and immediately coughed, "ah, well you see..."

Sue rolled her eyes, "what Mr. Smooth here is trying to say is that he's with someone, but I'm not."

I blinked, "okay, first off all that was a total shot in the dark. And second of all, who?!"

Reed blushed, "her name is Jessy, Jessy Lamburg. She's a friend from college."

"Didn't you like go to college at 16?"

"Yup," Reed nodded.

"So she's older?"

"By about five years," he nodded.

"Huh….cool," I grumbled, "I swear, it's like everyone's in love."

Sue smiled, "relax Peter, I'm still on your team."

I grumbled again, "yeah but you're hot. You can get someone like that," I snapped my fingers.

"Hey, just because I can doesn't mean I will," Sue huffed.

"Oh, and speaking of dates," Reed looked at his watch, "I'll be leaving in an hour Sue, you sure you don't need me to stay?"

"No, you and Jesse have fun Reed, I'll take care of this, plus Peter's there to help me," Sue shrugged with a smile.

"I'm sorry, but where are you going?" I asked.

Reed smiled, "I have a date tonight."

"Oh my God, it's like everyone has a freaking date tonight!" I cried out throwing my arms up, "why god?! Why?!"

"S-should I stay?" Reed asked a little worried.

"Don't worry, he's just throwing a temper tantrum," Sue huffed, "you get to your date."

Reed nodded, we continued to work for another hour before Reed left for his date. It took him forever to decide what to wear before Sue finally helped him out, forcing him into a blazer and shirt look.

Around 7 we finished up, everything was set up and Sue and I found ourselves in the kitchen with a freshly baked meat lovers pizza and large bottle of coke.

"How have you been?" Sue asked as she ate a slice.

"Better."

"Peter, you don't have to lie," Susan rolled her eyes.

I sighed, "I got beat up by a moron named Doom, my girlfriend left me because she became an internationally wanted criminal and oh, I'm not sure if anything's even worth living for anymore."

"Peter, whatever's wrong you don't have to face it alone. We're all here for you," Sue sounded worried.

I chuckled, "relax Sue, I'm not going to kill myself," I took up a fork, "besides, I don't even think I can."

She blinked, "what?"

I held out my palm and pressed the fork into it. It quickly drew blood. Sue winced and moved to help when I stopped her. She looked at the wound and gasped in surprise when it slowly began to heal itself. Soon nothing remained but dried up blood.

"Logan's blood...it's too effective," I sighed, "I can't even imagine what it's going to do to my body."

"Oh my god..."

"One of the reason's I never bother with the Mutant Spider program was because of shit like this," I grumbled, "don't know what the mutagen will do to my body. Logan's been alive for over a hundred years Sue...I really don't think I can live that long."

Sue gasped, "oh Peter...I'm so sorry!"

I shook my head, "it's not your fault Sue. I told you to do it, it's the only way to save my life and I knew it. It had to be done."

"But still," she groaned, "I can't even imagine what you're going through right now."

I snorted, "honestly, the worst part is Felicia," I sighed eating my slice, "she...she just left. Just like that. It's not fair. Not even a damn good bye. She didn't even break up with me properly. She just left."

Sue sighed, "she...she's different. She did what she thought was right."

I nodded, "yeah...and you?"

Sue blinked, "me?"

"Yes, you," I smirked, "Reed's got himself a girlfriend now right?"

"Please, I'm not jealous," Sue scoffed.

"Never said you were," I shrugged, "but...really Sue, what happened? Last I remember he was madly in love with you."

She shrugged, "I guess...I guess he just got tired of waiting. I can't say I blame him."

"Do you regret it?"

"No. Reed and I aren't in a place where we could take...us seriously. It's better this way," she nodded to which I just shrugged.

"Right."

We sat in silence for a moment before she spoke up, "people are saying Spider-man's dead."

I paused for a moment before sighing, "yeah."

"Are you-"

"-No," I quickly replied, "at least...not anytime soon."

"Right," Sue picked up her plate and put it aside, "for what it's worth Peter, I think you shouldn't stop."

"Sue-"

"-No, just listen. If you didn't come that day your father, Johnny and I would have been crushed under that wall. If you didn't come that day Doom would have killed Reed right then and there. If you didn't come that day we would all be dead. The world needs Spider-man."

I was quite, I thought over her words. I sighed, "when I started this...I thought exactly the same thing."

Sue was surprised, "really?"

"Yes," I nodded, "I knew the world was full of shit, that there were people out there stronger and scarier than I could ever imagine. I knew I needed to help keep people safe. So I put on the costume and came out swinging. But….now, everytime I look at that costume...I'm afraid."

"Why?"

I looked her in the eye, "Doom...he broke me that day. Something inside of me...just shattered."

"Peter, he can't hurt you, he won't ever hurt you, ever again," Sue's voice continued hostility in it, I could smell her anger, rusted copper.

"I know but...I'm still scared," I looked at my hand, "I'm practically immortal now, I can't die unless...well I don't know. I can't die, but I'm scared of him, of Doom. What if he finds a way? What if he burns me into nothing, not even ashes? What if….what if I die? Won't it all be for nothing? Is my life only meant to end?"

Sue didn't say anything. She walked up to me and suddenly she had her arms wrapped around me. She pushed my head into chest as she held me close, "Peter….I promise, as long as I live, Doom won't ever do that. I'll die before he touches you. I promise."

"Ah Sue, don't mean to be a nag, but I totally just got to second base with you," I replied.

"Peter!" she cried out, immediately pulling away from me, "we were having such a nice moment!"

"Yeah, a little too cheesy for me," I chuckled before smiling, "but seriously Sue...thank you."

She smiled, "anytime," her arms were still around my neck. She was right there in front of me. This beautiful woman with blonde hair and bright blue eyes. We were so close, and then I smelt it. Warm maple syrup.

I got up, Sue moved away, I was quicker. She was warm, I needed that warmth. I was so alone, I never realised what I was doing until I had my arms around her hips and my lips on hers.

She was surprised at first, she gasped. I slowly ended the kiss and pulled back when her arms around my neck pulled me forward, her lips attacking my own with passion and vigor.

Sue pushed me back onto my seat as she straddled my lap. My fingers ran through her hair as she moaned. And slowly she pulled back. We looked into each other's eyes and slowly the scent of maple syrup burnt away replaced by something new, a mix of lemon fear and watermelon sadness, shame.

"I'm sorry," she said immediately getting off me.

I sighed, "no, it's my fault."

"No Peter's it's not," she replied, "I shouldn't have kissed you back."

"And I started it," I got up, "I'm sorry, it's just….it's been lonely since she left I can't...I'm so sorry Sue."

"It's-it's fine," she stammered out, "ah...I..."

"I think it's best if I leave," I told her, grabbing my hoodie and walking passed her, "goodnight Sue."

"Right," she rubbed her neck nervously. I looked over my shoulder, she felt so ashamed, I could smell it. I couldn't help it, I felt responsible. I shouldn't have done that, but I was lonely.

I got in my car and drove back home. I felt horrible doing what I did. What was I thinking? Susan Storm was destined for one man and one man alone, and I just kissed her. Great, this is exactly what I need right now, another love problem!

I walked inside and found Ben and May sitting in the living room. Ben saw me come in and smiled, "hey buddy, how was school?"

"Fine," I shrugged.

"Why are you home so late? Were you out?" May asked worried.

"I was in the Baxter building, helping set everything up," I replied with a shrug.

"Oh," May blinked, "are you sure that's alright...what if something-"

"-May," Ben cut in, "it's fine, Richard assured us that mad man wasn't getting anywhere near there again didn't he?"

"Yes but-"

"-Relax aunt May," I told her walking up the stairs, "I just helped. I'm still not sure if I'm actually going to rejoin them after they build everything."

"Why's that?" Ben asked worried.

"Just don't feel like it," I replied, 'actually it's because I made out with my boss, who's my best friend's sister and the woman my other boss loves. So I'm obviously not going back there anytime soon.'

"Do you want dinner?" May asked.

"No!" I yelled back as I slammed the door shut behind me. I threw the bag aside and laid down and looked up. That damn ceiling. Fucking stupid ceiling.

I closed my eyes and let sleep take me. I must have been out for an hour or so when suddenly my phone went off.

I opened my eyes and yawned, I reached into my pocket and pulled out my phone. It was around midnight, and Liz was calling.

I yawned and picked it up, "hello?"

"Peter! You have to hurry! Johnny's in a fight with some guy in a vulture costume!"

I shot up, "what?!"

"Yeah! We were partying when suddenly this guy dressed up like a bird came flying in and took Harry! Johnny went after him and now they're fighting in the sky! Hurry Peter!"

"Send me your locations, I'll be there as soon as I can," I jumped out of my bed, and before I knew it I had thrown open my cupboard and opened the secret compartment inside. And there it was, my old red jacket with black spider webs spray painted on.

I had no time to think, I grabbed it, my old web shooters and my mask. I ran outside, Ben and May were asleep, Richard was probably still out. I ran to the garage and got into my car pulling out as fast as I could.

I drove a street over before I activated flight mode and turned on the AI, "Doc, check my phone, Liz Allen would have sent a location, fly to it."

"Understood," my car replied as it took off at max speed towards the location Liz sent.

"Oh, and go incognito," I told it as I took off my hoodie and put on the jacket and mask. The outside of the car shimmered as it turned from grey to pitch black and a holographic projection of a lamborghini spread over my DeLorean. I had it put in a long time ago, I figured if Spiderman and Peter had the same car things would look odd.

We reached there quickly, I squinted my eyes out and saw a trail of fire circling around the sky, Johnny.

And flying around with him was a man with large metal wings with spinning fans and a aviation helmet. The freaking Vulture! And in one of his robotic legs was Harry, screamign his fuckign lungs off.

"Doc take over, go on autopilot," I told it as I slipped on my web shooters and gloves. Doc took the car over the fight, I went to the door and pushed it open and looked down. I gulped, I'm so going to regret this.

I jumped out and threw my arms out wide. The vulture was right under me, I shot out two web lines that caught onto his wings.

"What the-" he looked up.

I pulled and hit him in the chest feet first, "yo birdy!"

"AH!" he cried out in pain, dropping Harry.

"I got him!" Johnny cried out going after Harry and flying him back to his house.

I clinged onto Vulture's body with my legs and hit him across the face over and over again. "So who're you?! Everyone's got a gimmick these days! Birdman?! Oh I know, the Flacon! Oh wait, I think that's taken!"

"Get off of me!" he cried out pulling out a gun and firing at me. I had to jump away to avoid the bullets, I knew I would heal, but still, at the time I didn't register it and acted out of instinct. I came flying down before I launched a web line upwards and caught his leg.

"Oh no you don't bird boy! You're coming with me!"

"You want to fly Spider?! Fine! Let's fly!" he cried out as he took off into the air. I held on for dear life as he went up higher and higher.

I growled and pulled myself up with shear strength. My muscles hurt from the stress I put into my arms, I need to hit the gym again. I pulled myself up and reached his feet. I needed to grab him, I needed to grab a hold of him.

And so I used them, the last gift Logan's blood gave to me.

Two bone claws popped out from between my knuckles and a third larger one came out from my wrist under arm. Three bone claws, or as I liked to call them, my stingers.

I lunged forward and pierced Vulture in the leg, cleaving into his muscles and bone. "ARGH!" he cried out, swinging wildly, my claws were into too deep, the more he shook the more pain they caused him.

"Get off of me!" he cried out as he began to dive down. The pain was too much for him. The ground was coming too fast, I need to pull him up.

But just then Johnny came flying in the nick of time. He grabbed the Vulture's arm and pulled him up, the suddenly jerk in movement dislodged my claws from Vulture's leg and went flying down with nothing to hold onto.

"Spider!" Johnny cried out.

But I really wasn't worried. Immediately Doc cam flying in, intercepting me. I landed on the roof of car causing a little dent. Hm, I'll need to take care of that.

Johnny saw that and sighed, he came flying down towards me with Vulture in tow. Immediately the man tried to escape and fly away, but Johnny's hands were hot, hot enough to melt his wings without even realising it.

The moment he struggled the wings snapped and he went falling. I sighed, "I got him," I shot out a web line and caught him by the chest and left him swinging around, attaching the web line to the roof of my car.

"Dude! You got claws!" Johnny cried out.

I sighed, "I'll explain later. Is everyone alright?"

"Yeah, everyone's fine. How did you know?" Johnny asked.

"Your girlfriend called me," I told him.

Johnny gulped as he rubbed his neck, "right, Liz...see about that-"

"-It's fine, trust me, she's a big girl, she can do whatever she wants," I told him.

"Really?" Johnny grinned, "thanks!"

"No problem," I only hope you'll be as forgiving when and if you ever find out about Sue and me...sigh. "Anyway, did anyone see me?"

"Ah, not really no," Johnny said before looking down, "I mean, other than him."

I sighed, "great...if anyone asks you tell them you caught him all by yourself, don't mention me."

"But why?" Johnny asked.

"I don't want them to think I'm back."

"But you are aren't you?" Johnny asked looking at my jacket, "isn't that why you're wearing that again?"

"No Johnny," I shook my head, "I'm not doing this...not again. Get bird man here to SHIELD or something, let them process him. I'm done with this shit."

"R-right," Johnny nodded as he took the Vulture and flew off, he burned off the web line on his back to hide the fact I was there, good thinking flame brain. I heard cheering coming from the party when he came back, they chanted his name. Good, they don't need to know about me.

I got back down into the driver's seat and had Doc fly us home. I looked at my right hand, the claws were still out. Bone, not metal. Sad, but whatever. The claws weren't like Logan's they were in fact very similar to Daken.

The half-asian boy had three claws just like mine, two from his knuckles and one from his forearm. He could also control people's pheromones, maybe because I already had that power in me it caused my claws to mutate to match his? Maybe.

I grunted in pain as they slowly went back into my forearm. I discovered them a month ago. I was in pain, I was taking it out on a steel beam I found in the abandoned train yard I used to go to for training before SHIELD came into the picture.

I remembered once I got so angry I grew into a frenzy. I saw red, I punched it as hard as I could, bending it slowly with my superior strength and then, they came out.

I was so focused I didn't realise they did. They popped out and I plunged them into the steel beam. They shredded it. I cried out in pain, the way they tore through my skin, I never realised Logan was always in such pain when using his claws.

They weren't just plain old bone, they were something else. They were black, so that sort of gave me a clue. I had Sue and my dad test them out, apparently it was nothing they had ever seen. I urged them strongly to never speak of this to anyone, especially Logan.

I sighed, it was a long flight back home. I looked at jacket sleeve, it was ripped to shreds, 'this is why I can't have nice things. Stupid claws.'

* * *

 **Break the Spider, but when it heals, it's going to climb again. though admittedly, for Peter, it's his spirit that needs healing, but as you can see, he's already on his way.**

 **P.S. for an idea on how the stingers look just google Logan's son, Draken and see how they look.**

 **Also, you may commence with the hate reviewing, but please do be kind, I am trying out new things here to keep it interesting. At least I didn't go the One More Day route and fucked everything up for good like MARVEL did.**

 **ALSO- yes, Felicia and Peter will get back together it will be fluffy and cute, but until then, Peter's going to have to figure things out on his own.**


	31. The Octppus

Liz got a lot of attention in school that day thanks to Johnny's heroics the other day. Most didn't realise she was dating the Johnny Storm, but now they did.

I stuck to the side lines, Liz and MJ tried to talk to me about helping Johnny take out the vulture but I just ignored them, I wasn't in the mode. And I couldn't tell them what they wanted to here. That their hero was back.

After school ended I drove down to the cafe Felicia and used to go. Where I spent so much time with her. I sat down in the booth we shared near the back, I ordered a cup and simply stay there waiting, maybe one day she would walk in through those doors and I would see her again, maybe….but it didn't look like that was today.

As I sipped my drink though someone else sat down. I looked up and saw Nat looking at me. She was dressed in a heavy winter coat, it was getting colder lately. She took off her glasses and put the down next to me, "hello Peter."

I nodded, "Nat. Want something?"

"No," she replied, "you know why I'm here?"

"Johnny told?" I asked.

"No, Adrian Toomes," she told me. I raised an eyebrow and she clarified, "he calls himself the Vulture."

"Ah," I smirked, "I was betting on Birdman."

Nat said nothing. She and I looked at each other before she spoke up, "are you returning?"

"Into the hero life?" I asked to which she nodded. I scoffed, "hell no." I sipped my drink, slowly I got curious, "tell me about Toomes."

"I thought you were out?"

"Call it curiosity," I replied.

Nat nodded, "he runs a secret arms trade, specialising in weapons made out of Chitauri tech. They are not very good but...they are powerful. And in the wrong hands, dangerous."

"Why did he come after Harry Osborn?"

"Norman Osborn had been trying to get his hands on alien tech ever since the invasion," Nat spoke in a silent tone, "he apparently hijacked and took a large shipment from Toomes."

"And he wanted Harry to make Norman give it back," I drew the natural conclusion.

Nat nodded, "exactly."

"These weapons, are they powerful?"

"Yes."

"What's has SHIELD got on Norman?"

"He's been trying to combine the Chitauri tech with Otto's solar energy concept. Tritium is very rare, he plans on using the glowing purple rocks as a substitute."

"It would get him enough energy," I hummed, "and the fact that radiation causes it to burst out would lead to a chain reaction creating more and more power. Otto's machine could run forever."

Nat nodded, "which is what we assumed as well."

I looked at her, she hadn't moved. I sighed, "I can't do it."

"I didn't ask you anything."

"Yes you did," I sipped my drink, "if you hadn't you would have walked out of her a long time ago after making sure I wasn't going back into the red and black. You want me to make sure Osborn doesn't do anything crazy."

"No," she put on her glasses and got up.

"Good, because I won't do it!" I called after her as she walked out.

"I know," she replied, walking out of the cafe.

I sighed, 'crazy red head.' Just then my phone buzzed, it was a message from Osborn:

 _Peter, it has been a long time since we last spoke, I apologize for not keeping in touch._

 _I'm texting now to invite you to the Oscorp galla in my research lab out of the city. Otto's project has finally taken off, we are finally going to green light the project and announce it for public consumption._

 _The event is in three days time, it is a black tie event. I'm sure you will be interested in seeing just how far the future Oscorp will shape._

 _-Norman Osborn_

This time he sent me a more personal invite. I sighed. I put it away and sipped my drink. I won't do this. Nope, no, no way. No no no….but then again if something does happen to Otto's experiments that might cause the man to go insane and become Doctor Octopus. Which would only make my life that much harder.

No, what am I saying, Doc Ock only had problems with Spider-man, I'm not Spider-man, not any more. But….but that means I'm effectively just signing the death warrant on Rosey's life, and I know I won't ever forgive myself for that.

….Fuck me!

 **Three days later:**

I drove up to the research lab, it was located out in Long beach. It was late, night had already fallen. I told May and Ben I was going out for a while, told them Harry invited me to a party with his dad, I told my dad the same thing.

From afar it looked more like a resort than a research facility. I drove up to the entrance and was stopped. I lowered the window.

The security gaurd walked up, "name and ID please."

"Pete Parker," I took out my driver's license and handed it to the man. As he put the card through the machine and my name through the client list I looked around. I was wrong, only the outside looked like a resort, the inside was nothing more than a giant hanger.

I looked at myself in the window, I can't believe I'm wearing a tuxedo. I sighed as I adjusted the bow tie, when I told them it was a black tie event dad had insisted I get a new suit. I didn't want to but he insisted. I wanted to at least pay but he refused, said, 'it's a father's job to get his son a suit. If I can't at least do that what good am I?'

It was nothing fancy, just plain and simple. Had a small vest underneath inside of which I hide my web shooters. I don't know why I brought them along, but I just did.

"Alright, you're clear to go through sir," the gaurd came back handing me my license, "just go straight on through and give your car for valle."

"Thanks," I told him as I drove inside. As I came to the entrance I got out and the valle came to take my keys, "no need," I told the man, "Doc, find a place to park."

"Yes Peter," my car's AI replied as it drove itself away towards the nearest parking lot. People looked on in awe, they whispered and a few even tried to take a video but it was too lte, I ignored them and walked inside.

In the middle of the hanger was a giant version of Otto's little project. I gulped, I did not like the look of this. The last time I saw this thing...well, it was in Spider-man 2 and Otto was threatening to blow of the whole of NY.

There were tables everywhere, people everywhere. A lot of fancy dresses, woah, a woman dressed in a very nice red dress just walked pass. Her ass looked firm enough to break a tooth on. Damn...moving on.

I looked around, there were reporters there, people of interest, and I swear I saw a few people that looked like security. Was Norman expecting trouble?

Just then I heard a voice call out, "Peter!" I turned to see Otto and Rosey walk up to me with smiles on their faces, "I was notified the moment you arrived! It is so good to see you!"

I gave a smile in return, "Otto, Rosey, it's nice to see you both again."

"Indeed it is my young friend," Otto and I shook hands, "it is thanks to you my project even got to this stage in the first place after all."

"Please, you give me too much credit," I chuckled.

"And you don't give yourself enough," Otto nodded, "your technology is in fact what allowed me to complete this in the first place."

"Really? What do you mean?"

"Parker blood," Rosey clarified, "we used it to control the energy transfer. Without it, well, one can only imagine what could happen."

"Ah, we aren't going to have another repeat of last time are we?" I asked as gently as I could.

"Oh no, rest assured, I made sure nothing will go wrong this time," Otto smiled before leaning in, "and just to be sure I had a thrid party look it over as well. Everything will be fine."

"Glad to hear it," I smile, "because I'm really not looking forward to being black hole food today."

Otto gave a hearty laugh, "ah your jokes never seize to amuse me Peter. Now, I'm sorry but we really must go, Norman insists we continue socialising with these...people," he grumbled.

Rosey laughed, "forgive him, he is not used to talking with people below his IQ."

I shrugged, "believe me, I know what he's going through."

Rosey smiled, "until then Peter," she waved to me as they walked away. I looked around, so many people, all going out of there way to socialize. I didn't see anyone I recognized, good, last thing I need if a run in with Harry or Flash like last time.

I waved through the crowds, people had drinks in their hands, food. Chatting, I heard a few keywords like 'Avengers', 'SHIELD', and of course 'Latveria'.

I didn't think much of it. I found the bar pretty quickly, I ordered a coke, I was going to be driving home today. As I sipped my drink though a woman came up to me and sat down next to me.

"Vodka, with vanilla," she smiled. I looked at her, pretty face, blonde hair, older, mayber thrity? She looked fit, a gymnast maybe?

"You really shouldn't stare," she said.

"You had all these open seats lined up for you, yet you chose to come sit next to me," I replied back.

"Doesn't mean I wanted you to stare."

"So just a quick peek?" I asked.

She turned to me, looked me over. She took her drink, "sorry, you're too young for me."

I shrugged, "it's fine, you're too skinny for me anyway," I picked up my drink and walked away. I don't know who the hell that chick is and I don't want to know.

I waited for around half an hour, I honestly wanted this stupid thing to just get over with. But then, just as I was growing impatient, a stage was brought forth and Norman got on it.

People cheered and clapped and he thanks them all. He smiled, "thank you all for being with us today. As some of you already know, Oscorp is striving to be the leading edge in clean green energy for some time now, sadly Tony always seems to take the limelight from us on that one," people chuckled, they were amused.

"But now it's our turn to show you what we can do. And while Tony's light for the future twinkles like the distant stars, ours burns like the sun," he smiled, "it took us some time to get people on board. But I am glad to say thanks to my team's efforts and the open mind of many good people Oscorp will now be supplying fresh clean energy for the whole city of New York!"

People gasped as slowly they all began to clap in excitement.

"And we will begin that promise tonight! When my lead scientist Otto Octavius flips this machine's switch the energy transferred into the city will come from this facility alone! And it will run indefinitely for at least a hundred years! So, without further adieu! Otto! Bring us to the future!"

I'll give him this much, he's one hell of a performer. Otto got on stage with Rosey right behind him. He said nothing, he took off his coat and gave it to his wife, revealing his four giant tentacle arms attached to his back. He was still using that mechanical device to connect his nerves to his machine, not good.

Rosey walked off stage and the moment she did the entire stage got up, slowly lifting Otto up. I spread his arms out, they moved independently. They reached down, Rosey held up a wooden box. One arm opened the box while took reached inside and took out a glowing purple stone.

My eyes went wide, 'no,' I ran towards Rosey, I watched as Otto put the stone in the middle of his machine and slowly start the machine.

"You have to stop him," I told her.

Rosey blinked, "Peter? What are you-"

"-that stone, where did you get it?" I asked her looking at the large fusion reactor.

"N-Norman gave it to us, we tested it Peter, it's safe to us," she told me reassuringly.

"No," I told her, "it's a ticking time bomb! Did you ever test it on this machine?"

"We...no, not-"

"What the hell is going on?!" someone from the crowd yelled out.

I turned to the machine, the rock had mutated into a glowed red sun, something was off. Suddenly it pulsated outwards sending a shock wave that pushed people back and had our hair's standing up straight.

"Rosey! I can't hold it! Shut it down!" Otto cried out as he tried to use his arms to hold back the small sun. Wow this guy's stupid.

"Right!" Rosey ran away.

"No!" I chased after her. She reached the switch, but just then a strong flare of solar energy came rushing at her. My spider sense went off but I didn't care, I jumped at her and pushed her out of the wave.

The energy wave passed over us and hit the ground, blowing up pieces of concrete. I looked around, people were running away, I could see Osborn being escorted out by his protection detail.

"Peter?" Rosey asked in confusion, before she snapped out of it and realised what was going on, "we need to stop it!"

"Right! Stay down!" I ran at the switch and looked around quickly finding the off switch. I pulled the lever down and immediately the magnetic stabilizers kicked in and shut the sun down. But it had grown too large, too strong. It wasn't going away quietly.

It sent out a blast of energy right at me. I couldn't get away in time. It hit me and sent my flying across the hanger. I regained control in mid air and back flipped, landing on my feet.

"Rosey no!" Otto cried out as a wave of energy came flying at his wife. He jumped off his platform and used his arms to reached her. He came before her, using his body to protect her from the blast.

"ARGH!" he cried out in pain, I saw the metal arms heat up, slowly fusing into his spine.

"Otto!" Rosey cried out. He was sent flying away, crashing into the warehouse wall. Rosey got on her feet and ran towards him.

Groan!

The entire roof around Otto was collapsing, and she was heading right towards it. 'Shit!' I reached into my pocket and pulled out my web shooters. I sent out quick bursts of web fluid holding up portions of the ceiling and wall.

Rosey reached Otto's side, "Otto? Otto! Speak to me!" she cried out.

"Rosey, we need to get out of here! Now!" I called out reaching her side.

"No! Not without Otto!" she cried out.

I grumbled, "fine," I grabbed him and pulled him over my shoulders, carrying him like a fireman while his arms were being dragged along. "Now move!" I cried out.

She didn't ask how I managed to carry a man twice my weight on my back while dragging along nearly two thousand pounds of metal. I don't really think it registered in her mind what I was doing.

We left the hanger just as a final burst of energy came flying out. It threw Rosey and me off our feet. I landed with Otto, but Rosey, she went flying into a tree. Her head smashed into a tree, I saw blood come out in droves.

"No," I gasped as I ran at her, I held her up, she wasn't dead, just unconscious, "no, wake up Rosey, please," I looked around, "someone! Get a doctor!" No one responded, they were too busy running away.

I took out my phone and dialed a number I had long memories. It picked up almost immediately, "hello?"

"Tony, get SHIELD down to Oscorp's little research lab in Long Island, a star just went supernova. People are hurt and I don't know if the thing's still active."

"I'll tell them at once," he hung up, I knew he would be here so. I held her close, making sure nothing bad happened to her. I'm so close, she's the reason Otto goes mad...well, one of them. If I can save her, I can save him.

 **A week later:**

I looked down at Rosey, she looked...almost peaceful.

The door opened up and a woman walked in. The same blonde woman from before with the nice face. I came to know her name, Agent Morse, A.K.A Bobbi. SHIELD had that place under surveillance, she was the lead on this case.

"Did the doctor's say when she'll wake up?" she asked.

"No," I told her, "she's in a comma, seems that there was a blood clot in her brain before this, she had moments to live. It's a miracle she pulled through. Her mind has to heal first...and then her body."

Bobbi nodded, "and why exactly are you here Peter?"

I smiled, "I'm a friend. Otto's….hurt right now, he would want to be here. Least I can do is look after her."

"Right," she looked at me with narrowed eyes, "did you know? About the accident?"

I sighed, "you aren't seriously thinking I sabotaged this did you?"

"No," she smiled, "why so defensive?"

I couldn't help rolling my eyes, compared to Nat who's a master manipulator of any dialog, this woman was an amaeture. I sighed, "listen Agent Morse, as much as I would like to help you I can't."

"And why not?"

"It's above your pay grade," I told her.

"What?" she raised an eyebrow.

"Call Fury, ask him about me. He'll probably groan and whine for a bit, but he'll come around," I patted her on the shoulder, "he's keeping vital info from you, get that first and then you can see the whole picture."

I left Rosey's hospital room and went to the lift. Barbara Morse, Mockingbird, honestly, I'm kind of disappointed. This version of her is a joke, barely better than cannon fodder. But she is clever I'll give her that.

She doesn't know I work for SHIELD, or I used to anyway. I don't know why Fury's keeping this from her, but it's honestly a waste of time. I was her lead suspect, talk about not seeing the whole picture.

Bobbi's investigation was...slow, but honestly, I don't care anymore. My only responsibility was making sure Rosey pulled through, Otto could still be saved, I hope. Last I heard he was being treated in a private facility.

And Norman? Well I felt bad for him. After people had be rescued it was found that thirteen people had died during the experiment. And since all those people were very rich and very powerful, Norman was being sued.

It was called the trial of the century, I just called it a joke. The man was being charged with intent to murder, it won't hold up. It was an accident. Sure they can sue him for lots of money, but that won't put him away for long.

I drove back to the Baxter building and took the elevator upstairs. The structural security of the building hand been restored, so for the past week the FF had been bringing in all the cool science toys into our new lab. So far only mine and Johnny's have been fixed, since ours look the least damage and thereby needed the fewest items replaced.

I walked into a now fully furnished lounge, "hey guys."

" **Hey Pete,** " Ben called out from his special chair as he read his SA, " **how's Rosey?** "

"Still the same," I shrugged as I took off my coat and sighed, I looked outside, it was snowing already. November was at an end and with it came all the coldness and harshness of winter. Damn the cold.

"Is she going to be alright?" Sue asked from a loveseat near the back of the room. She was curled up with a good book dressed in a nice blue sweater that matched her eyes and yoga pants that cupped her ass.

I sighed, "no clue," I replied with few words. She nodded and returned to her book. Ever since….that kiss, she and I didn't know how to act with each other. So far no one has commented on it, but I suppose it's only a matter of time.

I looked around, "where's Johnny...with Liz?"

Ben scoffed, " **yup.** "

"And what about you Ben? Doctor lady out of town?" I asked with a sly smile as I grabbed a cup and poured myself a cup of black coffee.

" **Betty's out of state, visiting her mother,** " Ben grunted, " **she'll be back by christmas.** "

"Nice, got her a present?"

" **No...should I?** "

"Oh yes," Sue spoke up with a smile, "get her….a book? I don't know."

"Oh I know!" I smirked, "rock climbing gear!"

"Peter!" Sue snapped.

" **Ah! Good one kid,** " Ben chuckled, " **I'm writing that one down!** "

I smirked, "se Sue, no harm, unlike Johnny I'm funny," I walked to the lounge and stopped, I looked around. The other sofa was covered with books, and apparently Johnny decided to be a little fire bug because the rest of the sofa's all had freaking burn marks on it the shape of his ass!

I looked over, Sue noticed my plight and moved over. "Thanks," I told her stiffly as I sat down next to her, the love seat left very little room for us to move. I sipped my coffee as I looked at the book she was reading, " _Mocking bird_ huh?" Ha, that's kind of funny. Considering I was talking with an agent who would one day be called just that.

Sue nodded, "yeah, finally got around to reading it."

I nodded, "hm, a book where a man is persecuted because he's different and one man stands up to defend him."

"Yeah," Sue sighed, "too bad he's also a racist."

I blinked, "what?"

Sue smiled, "yeah, Arcticus was a racist, but he was an even bigger believer in the law. So kind of a two way split."

"No shit," I grumbled sipping my coffee.

" **So kid, any plans for the holidays?** " Ben asked.

"Honestly? No," I sighed, "May and Ben are staying put. My dad as you know is with SHIELD trying to help them track down anyone he saw with Wyndham and well...I'm just here."

"No you're not, you have us," Sue said quickly before she realised it. We looked at each other, she blushed and spoke, "all of us. You can spend Christmas with us if you want."

I smiled, "thanks Sue. I appreciate it. And I just might take you up on that." She smiled and returned to her book.

I sat there so some time, I just thought. With Rosey in the hospital would Otto come after her? Would he come after his wife or would he go after Norman who ruined his life? What would he do?

I sighed, 'why am I even thinking about this? This isn't my business any more. Bobbi has this, she can sort it out.'

And then a small voice in my head asked me, 'do you really believe that? Moron.'

I sighed, 'even in my own head I'm an asshole.' But I didn't know what I was supposed to do. What? Just put on my mask and jacket the moment trouble rises? I'm not Peter, I don't feel as if every single thing in my fault, it's not my job, not any more.

I sighed and got up, walking away. Sue looked up from her book, "where are you going?"

"Lab, I need to do some work, ideal hands and all that," I called out behind me.

I entered my lab and locked the door behind me. Nearly everything that had been broken had been replaced. My terminal and computer were fine, but the machine I used had to go. Luckily I still had all my files saved and on record, so I didn't lose any work.

I turned everything on and immediately the blueprints for my latest project was up on display before me as a hologram. A gun, no bigger than a glock. Expect this one didn't fire bullets, this one was the next version of my emp gun.

I made a few modifications. It had two settings, one was EMP mode where it shot out a concentrated beam of magnetic energy that fired any circuits it touched and the other converted that magnetic energy into electrical energy, causing it to act like a stun gun.

And I had made it with Otto in mind. In case he ever went crazy. Why?...I don't have an answer.

I eyed the model before sighing, 'fuck it, might as well get this over with,' I went around the lab grabbed my tools, I had a weapon to build.

It was two hours later when I was done. I called it my Spider gun, real original right? I placed the newly made weapon on my table and eyed it.

Why? Why did I make this. It's just like that time I began this whole hero business. MJ told me heroes were needed, and I spent a week perfecting my first ever pair of web shooters. A whole week. And for what? A chance?

I took my empty mug, I need more coffee. I walked into the lounge and found Ben watching the NEWS. The man was looking with his jaw open at the image displayed before him. In bright red letters it read 'Otto Octavius escapes! 10 killed in the process!'

What followed was a video of Otto rampage in thought the city, he was throwing aside cars and trucks like they were nothing.

" **What is this guy?** " Ben asked.

" _About an hour ago, former head of Oscorp's pure energy division woke up from his coma. He was found injured after the Oscorp energy incident nearly a week ago. Doctor;s said he wouldn't have ever woken up since his brain showed reason to do so. But he did. We are getting reports that nearly 10 people have died before he finished his rampage of death. The police began a shoot out with him in public and lost him a little over ten minutes ago. If anyone sees this man, do not approach him, he is armed and very dangerous._ "

The footage went back to Otto yelling out, I squinted, I could barely make out what he was yelling, 'Where is my wife?!'

My eyes went wide as I gasped. " **Hey Pete, doesn't this guy's arms kind of look like yours?** " Ben asked, he turned around, but I was already running away, " **hey! Where're you going?!** "

I ran into my lap and grabbed the gun tucking it into my jeans. I took the elevator down and drove off as fast as I could. There was a chance Otto found out where Rosie was, the man was a genius, he could have just hidden for a while and do a simple Google search. Rosey's accident was all over the news, the papers reported exactly where she was.

I reached the hospital in record time. The lifts were too crowded, not enough time. I went to the stairs and ran them two at a time.

I reached the floor just as Bobbi walked in with a cup of steaming coffee. She blinked, "Parker? What are you doing here?"

"He's coming here," I told her, running to Rosey's room not waiting for her to catch up.

"What? Hey! Get back her" Bobbi threw her cup away and began to run after me. I ignored her, I reached Rosey's room, I grabbed the door and threw it open.

A metal arm lunged at my face, it's claws about to crush me when a calm voice called out, "no". The arm stopped. It slowly pulled back and turned around, "he's a friend," it nodded almost like it understood him and moved back.

Otto stood over Rosey's bed wearing nothing but a trench coat and a pair of sunglasses. The hospital gown he had underneath was covered in dirt and a little bit of blood. His arms hanged around him like tentacles, looking everywhere he wasn't.

"Otto," I whispered, slowly moving forward, "you're awake."

"Yes," he nodded before gulping, "she...is she okay?"

"A blood clot in her brain," I told him, "it's kind of ironic, if she didn't get hurt when she did the doctor's never would have found it. She's stable but-"

"-Stop right there!" Bobbi cried out as she leveled a gun at Otto, "get down on the floor! Now!"

"No!" Otto roared as he turned to her sending all his arms at her.

"Stop Otto!" I yelled jumping in front of Bobbi. The arm stopped inches away from me, my breathing quickened, fear slowly seeped away.

"Get out of the way Peter!" Otto cried out.

"No Otto, I can't do that," I told him, definitely meeting his angry gaze, "if I do that you'll kill her, and Rosey wouldn't want you to be that."

"What are you doing?!" Bobbi hissed.

"Shut up and don't do a thing, or I'll have Fury take your damn badge!" I hissed at her before turning to Otto and sighing. "Please Otto, you need to stop this. Those arms, they are messing with your head, they-"

"-They aren't doing a damn thing!" He cried out smashing one into the one next to my face. He pulled his arm out and brought it next to my neck, "you better watch your tongue."

"I saved you and your wife," I told him, "I helped you, I am your friend Otto, and now you're threatening to kill me. Would you really do something like that? Would the man Rosey married do something like that?"

Otto looked at me, his eyebrows rose behind his sunglasses in surprise. His arms started to move around his head, almost like they were talking to him. He held onto his head and shook it, "no, no that's...no! He's a good boy! He saved Rosey!"

"Fight them Otto," I urged him, "please."

Otto looked like he was doing just that, and winning. I looked up, "I'm sorry Peter...it's not your fault...you saved her. Thank you."

I sighed, "it's okay," I looked over my shoulder, Bobbi was surprised to say the least. She looked at me, I motioned her to move back. I turned to Otto, "we need to get those arms off you as soon as Possible Otto. The chip in your spine that helped you control them is gone, your mind is open for attack."

"Yes...yes, I need help," his arm began to move again, "but not before I kill the man who did this to me! Norman Osborn will die!"

"Otto no!" I cried out, "please, you'll get justice I promise you, but not this way! People will get hurt, please just-"

"-No! What kind of man would I be if I didn't avenge my wife's killer with my own hands?! Osborn will die!"

"Rosey isn't dead! She is right there!" I pointed at her, "and if you do this, you will spend the rest of your life as a criminal. And when Rosey wakes up and opened her eyes I don't want the first thing she sees to be an empty room! She need you Otto! Now!"

Otto growled, his arms were raised into the air, "you talk too much boy. You presume too much! I will have my revenge and protect my wife! I will do it! And there is no one to stop me!"

"Stop!" Bobbi cried out as she fired at him.

Otto blocked the bullet with his arms before lunging out at her. "No!" I drew my gun at pointed at him. His eyes winded as I pulled the trigger and an EMP pellet hit him right in the chest, shutting down his arms immediately.

Otto feel to his knees, his body not able to hold onto the weight of his fully extended metallic arms. I looked up at me, his eyes slowly clearing up, "Peter? How?"

"EMP gun," I smiled, "are the arm's AI voices gone?"

He nodded, "yes...yes…." he looked down at his arms, "oh my God. What have I done?!"

"It's not your fault Otto," I kneeled down before him, "you were sick."

He looked up, I saw fury in his eyes, "Osborn, he did this to me!" 'No, please no!' "I'll have his head!"

Zip!

"No!"

A stun gun went off I jumped aside as Bobbi fired it at Otto electrocuting him unconscious. He hit the floor, I turned to her and shook my head, "are you a moron? Or did SHIELD like decided to pull a fast one on me?"

"He was going to go crazy again," she told me.

"The arms were turned off," I sighed as I got back up, "what you saw was the face of a man whose wife was in a coma and his spine was permanently fused with four metal arms. He's allowed to be a little angry. Seriously, I'm this close to calling Fury on you."

"Okay, seriously, who the hell are you?!" Bobby asked.

"You didn't ask Fury?"

"I did."

"And?"

"He called you a pain in the ass."

I smirked, "well, he's not wrong."

 **Next week:**

Otto was taken to jail. I told Fury that he needed help, not lock up, but the man didn't listen to me. They managed to remove his arms and store them apparently secure enough, but I'm sure he would be back. Otto's too smart not too.

Bobbi didn't get into trouble apparently she followed procedure exactly. I didn't really have a problem with that, if they want to treat metahumans like they were just humans who am I to blame?

Either way, I was done. One little mission, that's all I allowed myself. And now I'm done. I told myself that...but every time I turned on the NEWS I felt my iron clad will crumble.

The names of the ten people Ock killed was released. Ten people whose lives I could have saved, ten people who would be with their families for the holidays if I had just worn the suit.

Ten people...damn it all to hell.

I blamed myself, though I knew I wasn't really to blame. It was Osborn's fault, it was all his fault. And the media thought so too.

When they found about Otto and his story they went on a witch hunt. They made Otto seem like a victim, which he was, and put all the blame on Norman's head. All of it. The man now faced murder charges. They wouldn't stick in court though, I know it.

I sat in my bed, my mind spinning t a hundred miles per hour. I didn't understand what I needed to do, what I wanted to do. I didn't want to die, but I knew thanks to Logan's blood I can't.

And so I asked myself, 'what should I do now?' And I didn't have an answer.

I need help, I need to talk to someone, figure out what's going on in my head. What I'm supposed to be. I need a psychiatrist. And I also need to get away from here, from all of...this.

I picked up the phone and dialed a number I learnt long ago. The man on the other side picked it, in a calming voice he spoke, "hello?"

"Professor," I sighed, "it's me. Peter. I need to talk...I need help."

The man sighed, "my doors are always open to you Peter. Please, come whenever you wish."

"Thanks professor X, I appreciate this," I hanged up and looked around. I need to lie to May and Ben, tell them I'm doing something else. Whatever, I'm sure I'll think of something. I already have a plan lined up. This weekend, I'll visit them all this weekend.

* * *

 **So there was some kind of misunderstanding which I wanted to clarify. I will not have Peter and Felicia get back together immediatly. I'm sorry if I didn't make that clear but Peter's going to have to go through a lot before that even becomes a possiblity.**

 **Also, I understand and hear your critisim, I thank you all for making it constructive at the least. I'll keep them in mind when writing the next few chapters.**


	32. Xamine the Mind

I drove into the Xavier mansion and pulled into the garage. I got out and reached into the back seat, pulling out my duffle bag.

I told May and Ben I was going for a school trip, they didn't even bother checking with the school to make sure there was a school trip. I hate the fact I abused their trust like that, but it had to be done.

Richard had no idea I was here, which is good. The man had been awfully protective lately, something I didn't like. He needed to learn he had no say in my life.

I walked up to the main mansion doors and smiled, all in all, it would be nice to see Jean again. I walked in and immediately stopped and blinked.

"Get back here Kurt!" a brown haired young girl with a button nose cried out as she ran at a blue fur covered boy with a tail, three digits on his feet and hand. Oh and he was teleporting.

"You have to catch me first!" he cried out as he disappeared in a puff of smoke before reappeared right before me, he leaped forward without looking and ran head first into my gut.

Honestly, it felt like nothing. He groaned as he rubbed his head and looked up, "what hit me?"

I smiled down at the shorted boy, "guten tag my friend."

Kurt's eyes went wide, "ah!" his hands immediately reached for his watch and turned to on, causing the fur and tail to disappear, replacing his mutant form with an ordinary teenage boy, "ah, hello."

I chuckled, 'so that's why Xavier wanted the watch,' I remembered him asking for the holographic watch, guess this was why.

"Hello there, I'm Peter, would you be so kind as to tell me where I can find the professor?" I asked looking at Kurt and the brown haired girl, who was now right next to us.

"Ah, yeah, who are you anyway?" the girl, I realised was Shadowcat, asked.

"An old friend," I smiled.

"The professor and the rest are having breakfast," Kurt said slowly, "we-ah, we can show you if you want."

"Cool, lead the way," I smiled.

Kitty, the brown haired girl, not my silver haired ex, grabbed the cellphone Kurt was holding with a huff, "and don't steal my stuff!"

"Ah! I was so close too!" Kurt grumbled as we walked into the mansion.

"So, you're the new students huh?" I made small conversation, "what can you do?"

Kitty looked surprised, "wait, you know about..our powers?"

"Your mutant powers?" they nodded, "yeah, I know. Also, considering I didn't freak out seeing a blue dude with a tail should have made that obvious."

Kurt chuckled nervously, "haha, yeah. Professor told me to keep my disguise on, but I usually turn it off at the mansion. I wasn't expecting any guest."

"No worries, can't expect to hide forever. Besides I didn't build that thing to serve as a crutch, it's a disguise, nothing more," I said pointing at the watch around Kurt's hand.

"What? You build this?!" Kurt asked in surprise and joy.

"Yup, the professor asked me too."

"Thank you, thank you!" Kurt hugged me and began to jump, "it's thanks to this watch I can even talk to people! They are actually nice to me now!"

I smiled, "well I'm glad I could help. But ah, could you let me down?"

Kurt blinked, "heh sorry," he stopped as quickly began to walk, "so are you a mutant too?"

I shrugged, "in a way."

"In a way? What do you mean in a way?" Kitty asked very curious.

"My mutation is man made," I shrugged, freely giving out that information, "so while I can be called a mutant, I'm not a real one like you and blue ball. By the way, what's your names?"

"Oh, I'm Katherine, but everyone just calls me Kitty," the girl smiled.

"And I'm Kurt! Kurt Wagner! At your service," the boy smiled.

"So Kurt, you're a teleporter right?"

"Yes! I can go anywhere I have been before!" the boy was excited guess he really liked me.

"Hm, I wonder how that works," I asked myself, in my head the scientist in me began to think a hundred miles per hour. Could he somehow have the power to bend space? No, if that's the case why the smoke? It would instant, no mess no fuss.

And the smoke, what is it? A by product? The only thing I can think off is that he jumps into another dimension and then jumps out. Like in Minecraft and the other world. How moving around in the netherworld means moving further in the real world. Hm, this warrants investigation. I wonder if-

"Ah, excuse me," Kitty asked shaking me out of my thoughts, "are you okay?"

I blinked and turned to her, "what? Oh, yeah, I'm fine. It's just I was caught up trying to figure out how Kurt's powers work."

"Really?" Kitty asked surprised, "what do you think?"

I turned to Kurt, "I think Kurt can hope through dimensions," the two teens gaped in shock, "his powers seems to come from his mutation, like a gateway. My guess? He can hope into a world smaller in scale to our own and then hope out in another place.."

"That is so cool!" Kurt said with glittering eyes.

I smiled, "glad you think so blue, tell me, when you jump away, do you see anything? Anything at all? How does it feel?"

Kurt blinked, "ah, nothing really. I just feel like I'm moving to another place immediately. I don't see much when I disappear, only purple smoke."

"Hm, the smoke must be hiding your sight," I thought to myself before sighing, "damn it, now I'm interested in trying to figure out your powers."

"Ah, okay…." Kitty said slowly, "anyway, here we are," she lead me into the dining room where I found Jean, Scott, Logan, Storm, the Proffessor, a black kid with blonde dyed hair and girl with brown hair and a silver streak running down her side. I'm guess the girl's Rouge, but I don't know the kid. Since this is the Evolution series could he be Spike?

"Thought I smelt you around bub," Logan spotted me first smirking.

"Peter!" Jean cried out as he got up and quickly jumped at me, hugging me tightly, "this is such a surprise!"

I smiled as I dropped my duffle bag and hugged her back, "it's nice to see you too Birdie."

" _Why are you here Peter? Did something happen?_ " Jean asked me telepathically.

" _No...I just needed some time away from New York and the people there,_ " I smiled, " _hope you don't mind. The Professor said I could crash here for a few days._ "

Jean smiled, " _of course not!_ Oh this is going to so exciting!"

I chuckled, "always bubbly," Jean stepped aside as Scott walked up to me with a forced smile, "hey Scott, nice seeing you again."

"Peter," he nodded, still a little defensive, "what are you doing here?"

"Peter here needed a few days rest," the Professor said, "I offered him our home."

"I didn't realise this was a resort," Scott shot back. I winced, I didn't realise it would seem that way.

"Scott, that's no way to treat a friend," Charles scolded him, "he is our guest here, do you understand?"

Scott nodded, "right."

"Hm, excuse me, but can someone tell me who this is?" Kitty asked, "like seriously, I'm totally confused right now."

"This is Peter, he's my friend from before I joined the X-men," Jean said with a smile, "when my powers first appeared Peter was the one who taught me to control them. Heck, he did a lot more than that, he even helped me come to terms with being a mutant in the first place."

"Woah," Kitty said looking at me now in a new light, "you helped Jean? That's so cool! Can you help me out? I'm having trouble when I go to bed! Everytime I do I end up phasing through it!"

I blinked, acting time! "Phasing? What's your power?"

"Oh, right! Silly me," she pressed her hand on the table until it phased through the table, spreading down below.

I hummed, "oh, I see...damn, that's extremely scary."

"Why is that?" Kitty asked.

"Because of what it implies," I groaned, "can I see it again?" She nodded as she did the same, keeping her hand there inside the table. I touched her arm above the table, feeling it stiff, solid. No vibrations.

"Okay. I think I got it," I nodded.

"You have?" Charles asked a little surprise.

"Yeah. If what I think is true, then your powers are very dangerous Kathy, very dangerous indeed."

"Really? Hey wait, my name's Kitty! Not Kathy!" Kathy cried out.

I shrugged, "I don't like cats," Jean shot me a sidelong glance but said nothing. "Anyway, your powers don't involve vibrations, meaning it's not about shifting your frequency. What's your doing is so much better. You are literally manipulating your body's quantum frequency. Very impressive."

"Okay, now I'm lost," Kathy said scratching her head, "can you make any sense?!"

Jean chuckled, "I've been asking that since the day I met him."

I scratched my nose, "I can't be sure until I get some tech to check you out, but I'm assuming that what you're doing involves quantum physics, more specifically, quantum probability. Basically...ah, this is taking too long, look it's like this. Your mind basically can make your body act on a sub-molecular level. Basically, according to your body the surface you're touching doesn't exist, so you can move across it."

The X-men blinked. Spike spoke up, "I still don't get it."

"Honestly Peter, you just have to show off every time don't you?" Jean raised an eyebrow smiling.

I chuckled, "yeah. Sorry," my stomach growled loudly, "ah, with that said. Any chance we can get something to eat now? I'm starving!"

"Of course, please sit," Xavier motioned to the table.

"Thanks," I nodded as I sat down near the end with Spike. Jean went back to her seat with Scott. Kurt sat next to me while Kathy said opposite to me, next to Rouge, who was currently giving me the stink eye.

"So, what's your name grumpy?" I asked with a smirk.

"None of your business," she snapped back.

"Okay then Grumpy," I smirked, turning to Spike, "I'm Peter, you're?"

"Evan, nice to meet you," the kid smiled, "where are you from?"

"Queens," I replied, "you?"

"Manhattan, the Bronx," Evan smiled, "where do you go to school?"

"Midtown high, you?"

"Oh, I...wait, Midtown high? You….you're name isn't Peter Parker is it?!" Evan asked sounding amazed.

I blinked, "huh, yeah, why?"

"Dude! It's you?! The Peter Parker?! The guy who's so smart you work with the Fantastic Four?!"

I blinked, "how did you know that?"

"Everyone knows that man! It isn't everyday we find out a teenager works with super heros! Plus like did you save your school from those Hammer drones last year?! That was so cool! My friend said he saw you drive a school bus over them!"

My jaw was dropped in shock, "I-I didn't think was that famous."

"So is it true?" Rouge asked, "do you really work with the FF?"

I nodded, "yeah, well, I mean I used too but...not since the Doom incident."

"Wait, do you know Spider-man?!" Kathy suddenly asked getting on her feet.

I looked around, Jean and Logan were holding back laughter while Xavier and Storm just smiled. I looked at Kathy and shrugged, "kind of. He pops in once in awhile, says hello. He and Johnny go out and fight crime a lot, so I don't really see him much."

Kathy's eyes start to sparkle, "oh my god, oh my god! What's he like? Is he single? Is he ugly under the mask? Does he like make the webs? Does it come out of him?"

I blinked, I turned to Jean, she looked like she was going to pop a blood vessel struggling to hold back her laughter. I sighed, "I don't really know him that well. I have never seen him without the mask, but he seems nice enough."

"Where is he right now?" Rouge asked.

"What do you mean?" Kathy asked sounding confused.

"We haven't seen Spider-man in over two months," Rouge explained sipping a cup of black coffee, "so is he dead or what?"

"What?! He can't be dead! He's Spider-man!" Kathy cried out before turning to me, "right?! Right?!"

Everyone looked at me, waiting for an answer. I sighed, "he's gone. I don't know when he's coming back...if he's coming back."

"No way," Kathy slumped into her seat looking defeated, the people who knew my secret identity however, well they just looked worried.

" _Peter, you're not thinking off...off-_ " Jean asked, her thoughts worried.

" _-Killing myself? No, but I don't know if I want to continue being Spider-man,_ " I replied back before turning to my meal and eating quietly.

I turned to Logan, "have you spoken to Steve lately?"

Logan nodded, "we have. He's still shaken up, but he's getting better."

I nodded, remaining quite as slowly the others began to speak. Kathy began to yell at Kurt for stealing her phone while Jean and Scott were whispering while the shades wearing boy kept glaring at me.

"Peter, perhaps now would be an excellent time to begin," Xavier spoke up as soon as I finished.

I nodded and got up, "lead the way. I'll see the rest of you later," I waved at them following Xavier into his office, a few doors down.

We entered a majestic room, fancy and huge. He rolled behind his desk and motioned for me to sit down before him.

"Now then, why did you ask for my help Peter?"

I sighed, "it's….difficult to explain."

"Does it involve Spider-man?" he asked.

"Yes, but not just him," I sighed, "it's my whole life...you see, ever since Doom came...I've been afraid."

He raised an eyebrow, "afraid? Afraid of what?"

I meet his eyes, "of dying. Which is funny considering I can't die. Especially now."

"I'm sorry? I don't follow Peter. Why do you think you can't die?"

I sighed, "did Logan and Jean tell you what happened? How Doom broke me? Leaving me inches away from death?"

Xavier nodded, "yes...when they told me they could save your life I didn't hesitate to allow them use of the Black bird."

I nodded, "thanks for that...anyway, the process to save my life needed a little of Logan's blood to help me heal myself. But it did a lot more than that, it gave me his powers," I held up my right hand and slowly my stingrs tore through my skins.

Xavier's eyes went wide as the blood soaked black bone claws came out of my hand. I winced in pain, I was still not used to this. I showed him my hand, "I gained Logan's powers as well. All of them. Meaning..."

"You can heal from virtually any injury," Xavier concluded looking at my stingers in surprise.

"Exactly," I drew my claws back inside. I showed Xavier my hand as the tears in my skin the claws made slowly healed itself up. I sighed, "so I know I can't be hurt, or at least killed. Yet...I'm afraid to put on that costume. And when I woke up from my coma fully healed I was angry, so angry. I wanted to get Doom back, but the moment I heard about Felicia...I don't care about him."

"Felicia is your-was your girlfriend," Xavier corrected himself.

I nodded, "yes. Jean told you about her?"

"Jean had some...choice words for the woman. She was enraged at what she had done. She told me she assaulted you, yes?"

I shrugged, "yes, but it wasn't anything too bad. She just tased me...honestly, the worst is that she didn't let me come with her."

"What do you mean?"

"She's the Black Cat, you remember her right?"

Xavier nodded, "yes, the young woman who was with you when we went after Wyndham."

"Yeah. And remember the thief that helped us get into the blacksite?"

"Her father if I recall correctly?"

"Yeah. Anyway, she and I have been trying to figure out a way to get him out for some time now. When suddenly she was offered help in doing just that. I told her it was a trap but...she didn't listen. When Doom attacked me SHIELD and everyone else was put on high alert and focused all their attention on Latveria, giving Felicia the perfect chance to save her father and get away with it."

"Which she did?"

I smiled, "yup. When I found out I….I wasn't mad. Honestly I wasn't. I was impressed, she was smart, I was just so happy she wasn't in jail that I didn't care she used my injuries as an excuse to run away. And when I could, I tracked her down. Only….she was already planning on running away.

"She had too, her father was a fugitive and she didn't want him to leave her again. So she became one as well, she became a criminal...I offered to come along, I told her I would do it. But when I did….she tased me."

Xavier observed me, "you were willing to give up your entire life here in New York, your family and friends, just for her?"

I pointed at my head, Xavier quickly understood as he opened a telepathic channel. I thought out, " _yes, I would. When I got these powers...I was forced to be Spider-man. I knew I had to be a protector, try and help people when I could. And then I forced myself to be a better Peter Parker, to be as smart as I could, for my family. But Felicia...she was the only part of my life I wanted. So yes, if I could, I would have dropped everything for her._ "

Xavier broke the connection and sighed, "it's...hard to read your thoughts Peter. I'll admit though….it's not often I see someone feel the world around them is a lie."

I shrugged, "it feels that way to me."

"You see yourself as three people don't you?" Xavier hypothesised, "one part is Peter Parker, the other is Spider-man. And this third face...you see it as your true self don't you?"

I nod, "yeah that….that's pretty accurate. Scary accurate." 'Seriously, one look in my head and he figured that out? Greatest mind in the world indeed.'

"I see...and why do you feel that is?" Xavier asked.

I groaned, "I...it's complicated. It's like this. When I got my powers I didn't want to be a hero, but I felt there was a part of me that forced me to become one. When I was Peter Parker, there was a part of me that compelled me to be the best. But now? Now I have nothing. Spider-man is broken, dead to the world. And Peter Parker's greatest achievement, working in the Baxter building, had been blown up to bits. So I find myself wondering, what the hell should I do now?"

Xavier smiled, "Peter, I think you aren't seeing the whole picture here. No one is asking you to bee a hero, you do that all by yourself. People don't just do something because they have to, not unless they are forced to. You chose to be Spider-man, you chose to be a scientist. Maybe now you must ask yourself if you are truly satisfied with who you are."

I thought it over, and found myself agreeing with the man. He didn't have the whole picture, he didn't know who I really was, but….maybe he can help me.

I looked at him, "Charles...I want you to look into my mind."

Xavier's eyes went wide, "I'm sorry?"

I stared him down, "there's….there is a part of my mind that is locked away. When Jean first acquired her powers she tried to read it but found herself unable to… I'm not sure why. But I want you to try. I want to explain to you what's going on. Please."

Xavier looked at me for a moment before sighing, "very well Peter, if that is what you wish, I shall comply." He rolled around the table and stopped right in front of me placing his fingers on my head and sighing, "try to relax, you won't feel a thing."

I nodded as I closed my eyes and let go of all my worries and thoughts. Suddenly I felt something come into my head. I heard Charlie's' voice, " _I'm inside Peter, would you like to come in as well?_ "

I shrugged, " _yeah, if you can._ "

" _One moment,_ " he replied and suddenly my eyes began to grow heavy.

I found myself floating in a pink void, completely empty of everything. And suddenly the area below me began to grow, slowly the pink turned inside out, I found myself standing in a city filled with buildings I was familiar with.

It looked a little bit like New York, but a super compressed version of it. I saw the Baxter building right next to Midtown high. I saw the Avenger's tower next to a library Peter used to visit and a hospital where he spent a month recovering from a broken arm.

" _Where am I?_ " I thought out loud, finding my avatar doing the same. I looked down, I wasn't in my civilian clothes anymore. I was in my red and black costume.

" _This is your mind Peter,_ " Xavier said as he suddenly appeared next to me.

" _Ah!_ " I cried out jumping back, " _how the hell can you sneak up on me in my own head?! That's not fair!_ "

" _I suppose it isn't,_ " he smiled looking around, " _interesting. For you your mind is in the form of the places you visited, a very unique way of remembering things._ "

" _Ah, yeah, I kind of based it around the memory palace principle, you know._ "

Xavier nodded, " _I am aware. I must say this is certainly very thorough,_ " he snapped his fingers and we were both up in the air, flying around my mind city, " _your detailing is excellent, very good. No surprise though, considering your genius level IQ._ "

" _Thanks,_ " I smirked. I looked around some more. Most of them were buildings of NY, a huge glass building I saw filled with books, that must be my main data core.

But as I passed by several buildings, I saw flashes of something through the gaps between the buildings. I stopped and observed, as if granting my desires, all the buildings around us began to move away, just outside the limits of my mind city was a tall black tower jutting out into the sky.

" _I believe that's what you wish to show me,_ " Xavier replied looking at the tall tower.

" _Really? You think?_ " I asked rolling my eyes. Just then a building near my right hand light up like a christmas tree. The Neon sign, 'Joke House' started flashing brightly over it. " _What?_ "

" _I believe that's where you make all your comedic quips and bad puns,_ " Xavier smiled as he snapped his fingers opening the building in half revealing a comedy club inside with a packed audience and a smaller version of me inside dressed in a tux and charming smile.

"So I say to the girl, woman, you might be one cool cat, but all I care about is your fine puss-"

" _Okay!_ " I cut in snapping my fingers, closing the building, " _that's enough._ "

Xavier smiled, " _it's alright Peter, I'm used to people's suppressed feelings coming out. Believe me, I've had it all._ "

I was about to reply when suddenly the tux wearing me came running out and yelled, "it' not that! I just didn't want you to hear a crappy joke! It would ruin my reputation!"

I blinked as the small me bowed and walked back inside. I turned to Xavier, " _what he said._ "

Xavier chuckled, " _come, I believe there's a tower you wished to show me._ "

I nodded as I took the lead. We soon moved out of the city of my memories, or more accurately, Peter's memories and approached the tower.

I didn't really understand why my old lives memories were in the form of a tower, especially one this...gruesome. But I knew this was the place.

I scratched the side of the tower and pressed my hand up against it. Suddenly the entire thing began to rumble and shake. Slowly a gateway opened before me into the middle of the tower. I looked inside and saw thousands upon thousands of crystal balls floating in the air, I focused on one and found a movie running inside.

" _Those are memory balls,_ " Xavier explained as he came up next to me, " _they are the most basic way to store a memory. I must say when compared to your city, these are quite basic in design._ "

" _That's because they are my memories from before I-_ "

KRAAAM!

A loud siren exploded outwards, overpowering my voice. Xavier and I held our ears shut and waited until it stopped. When it did we looked at each other in surprise.

" _Why did it do that?_ " I asked.

" _It….it seems to be some kind of defence mechanism,_ " Xavier concluded, " _whatever you were about to tell me, it obviously didn't want you to._ "

" _This must be why Jean didn't understand me the first time around,_ " I realised, " _every time I try and tell someone about my past-_ "

KRAAAM!

Once again, the ears rang violently. I sighed when the ringing stopped, " _shit._ "

" _This is most vexing,_ " Xavier said before eyeing the open tower, " _come, let us go inside, I wish to see what could possibly need such protection._ "

I nodded as I floated inside. I recognized some of the movies playing in the orbs, the Dark Knight, Avengers 2, the Amazing Spider-man. All my memories of before, all that knowledge, it was right here.

Xavier approached, but the moment he stepped inside, he began to scream, " _ARGH!_ "

Everything turned pink once more and I suddenly found myself back in the real world.

Xavier removed his hands from my temples like they were on fire. He began to pant furiously as he looked at me in horror, "what was that?!"

I blinked, "I-I don't know."

"It felt,... oh my God it felt like nothing I ever felt before," I gulped, "Peter, what is in your head is impossible. It's like a black hole, no telepath on Earth and break into that place. What is inside there? What are you keeping?"

"I-it's my memories of $#% $#% "

Xavier blinked, "what?"

"I said it's my $%#$%2#$%" I told him what it was, but somehow, he couldn't understand a word I was saying. I blinked, "okay, how is this possible?"

Xavier looked down in thoughtfulness. He looked at me and then his hands before sighing, "I can only come to one conclusion Peter. Whatever is in that tower, whatever you're hiding, something very powerful wants to keep it away from anyone else. It doesn't allow you to speak the words out, it makes everything you say sound like gibberish."

"So you're saying when I think I'm saying something legible, I'm actually just going ape shit?" I asked in disbelief.

Charles nodded, "yes….I'm sorry Peter, but there's nothing I can do."

I looked at my hands, 'when I was sent here I thought it was thanks to some cosmic entity going bored and wanting to have some fun….could that be the case? Did they design it in such a way I can never share any form of information with anyone? Strange….then how did I tell Matt about Fisk? That's something he shouldn't know and discover on his own...does that mean there are special conditions?'

I knew one thing for sure, I need to do more research into what I can and cannot say. I looked at Xavier, what did I know about the Evolution story line? Oh wait!

"You need to be weary, A#$#% " I stopped, "fuck me!" I meant to say, 'you need to be weary, Apocalypse is coming.' But obviously that didn't work out.

Xavier looked surprised, "what was that?"

I sighed, "I just tried to #$%#$%# , oh come on! I can't even $% #$?! Fuck me!"

Xavier was surprised, "Peter...are you alright?"

I waved his worry away, "yeah, yeah, just...I'm just trying to figure out what the limits are on this thing. Fuck me, I'm useless."

Xavier placed a hand on my shoulder, "Peter, you are anything but. Maybe...maybe I don't have the answers you seek. But I know that you do. Perhaps you should spend the rest of this weekend trying to figure out who you are, without the heroics of Spider-man and the life of Peter Parker."

I sighed and got up, "yeah, okay. Thanks for trying proffessor, I appreciate it."

"Any time," Xavier said as I walked out and closed the door behind me. There's one lead crushed. But at least I get to stay here for two days, that's something.

I walked around the mansion, trying to find someone to help me into a room. I sighed, I activated my enhanced sense of hearing and tried to find a heartbeat. But instead I heard a rumbling coming from below. Growing curious I decided to check it out. I looked around for a way to get to the basement, when I realised it was probably hidden.

I did my best to remember what I could from the TV show, didn't they have some kind of secret entrance? Hidden behind an armour of some kind? Hm.

I looked around and- Ah-ha! I found it. A suit in the end of a dead corridor. I searched around for a secret button and found it immediately near the back.

I pressed it and slowly the armour split in half and opened up. I walked in with a smile and had the lift go down.

The doors opened to a metallic hall that was so advanced I could hardly believe it. I walked down the corridor and found the noise coming from the door to my left. I found a control panel to the side and pressed it open, revealing the Danger Room.

In the middle of the room was a giant hall, metallic walls with laser and giant machine gun coming out of it. Running around it in a sort of high tech deadly obstacle course was the X-men.

"Alright Kurt you're doing great, just hang in there!" Jean cheered from the finish line with Scoot as they watched Rouge, Kathy and Kurt run the course. I looked around for Evans but couldn't find him anywhere.

I turned to the X-men running the course and I have to admit I was impressed. The way Kathy moved through instruments of death made her seem like a perfect candidate for infiltration missions. While Kurt and Rogue had to work more for their victory, Kathy just breezed through it.

She ran to the finish line and jumped into the air, "and I'm first! Again!"

"No fair!" Rouge called out as she jumped over a hurdle and under a laser beam, bringing up second place while Kurt brought up third. How a teleporter had so much trouble winning a race I have no idea, but whatever.

"Well that certainly was impressive," Scott said smiling, "Kurt, you managed to reached all fifteen needed marks in order to pass the course, I'm impressed," ah, that explains it, "Rouge, you need to work a little bit on your gymnastics, but otherwise you're just fine," the girl scoffed, "and Kitty….we'll need to get you a new course."

"It doesn't matter what course we get her! She will just phase through it!" Kurt cried out, "it's not fair!"

Kathy snickered, "says the teleporter!"

"I have limitations on my powers, can't you do the same?" Kurt asked in a begging tone.

Scott and Jean shared a look before the teenage boy replied, "we'll see what we can do."

"Maybe I can help," I called out leaving my duffle bag at the door as I walked in. I looked around and whistled, "I have to say, very impressive. I wish I had a room like this...on second thought I would probably just turn into a really kinky sex dungeon first chance I get."

Scott groaned as he pinched his nose, "how did you get in here?"

I shrugged, "I'm a pretty good detective. So what's this place called? Gym 101?"

"It's called the Danger room," Jean supplied with a smile, "would you like to take a run at it?"

I looked around, "meh, why not? Shouldn't be too difficult."

"Oh really?" Rouge asked scoffing, "shows what you know."

"This is training for people with powers Peter, you can't take this lightly," Scott warned.

"Well then it's a good thing I have a power isn't it Scott?" I said, everyone looked curious while Jean looked surprised. I waited for a moment before smiling, "I'm super handsome!"

They rolled their eyes as one. "Where did you find this guy!" Kurt asked as he laughed heartily.

"Tell you what, if you can get passed this course I'll wear a pink tutu for the rest of the week," Rouge scoffed.

I raised an eyebrow, "is that a bet?"

Rouge met my eyes and smiled, "yeah sugar, it's a bet."

"Oh you are so going to regret that," I grinned taking off my coat and throwing it away, "hey Jean, set it up for me will you?"

"Jean-" Scott warned.

Jean chuckled, "it's fine Scott, trust me," she moved to a data pad and punched in some buttons. Slowly the entire room began to reset itself and the machines went back into the wall. "Alright, the moment you start the timer begins. Whenever you're ready Peter."

"Right," I looked at the path ahead and grinned. I took off in a dash, charging headfirst into the course.

"And he's out," Rouge said with a smirk as the ground below my feet rose up to form a barricade.

"No yet Tutu!" I yelled as I leaped over the hurdle and jumped on the wall, kicking away and over a laser beam that I remembered seeing hidden away. I then ducked under giant buzz saw, leaped over another hurdle and rolled under a giant mallet.

"Woah," I heard Kathy say.

"You haven't seen nothing yet buckos!" I yelled as I leaped over a set of mechanical pincer arms that tried to catch me. I landed on a roll and moved to keep running when suddenly a metallic pole shot out of the wall coming at my head.

My spider senses warned me before that even happened. I ducked with an inch to spare, I then leaped over another giant metal hurdle before landing on the finish line with a bead of sweat on my brow, "what's my time?"

Jean looked at the timers, "six minute and thirty seconds, a full minute shorter than Rouge's."

"I'm not wearing a tutu!" Rouge cried out.

"But you promised!" Kurt shot back. The girl growled and walked away with Kathy running after her calling out to stop.

I sighed as I put my jacket on and turned to the others, "so what's her deal? Super emo powers?"

"Go easy on her Tiger," Jean gave me a sad smile, "she...her powers are different."

"How so?" I asked, knowing the answer.

"She can't touch anyone," Kurt explained, "if she does they die."

I knew this, but I did my best to act surprised. "Woah...that's...okay. If I could never make out ever again I'm pretty sure I would be pretty pissed off too."

Scott growled, "her conditions isn't a joke Parker! You have no idea what she's going through!"

I shrugged, "and you do I suppose?"

"Yes, I do," he spat as he walked away, leaving just Jean, Kurt and I.

Just then Evan walked in wearing his uniform and looked around. He grew confused, "ah, did I miss something? Where is everyone?"

Jean sighed, "it's fine Evan, I'll set the course. You and Kurt get another run at it."

Kurt nodded without a word as he joined Evan in the course,. I sighed as I leaned against the wall next to Jean, "I'm sorry. I was harsh there huh?"

Jean waved it away, "no it's fine. It's just...you know they are. Still getting used to their powers. Scott's….he's protective of Rouge. She saved his life. And well….you can understand why Rouge's upset."

I sighed, "yeah, it's just humor's my defense mechanism you know. So...shit, I'll go and apologize to her."

"You don't have to-"

"-Yes, I do," I smiled at Jean, "I wouldn't be me if I didn't."

Jean looked at me in surprise before she smiled and shook her head, "nobel bastard." I smiled, leaving the Danger room and going for the elevator.

I put my duffle bag in the living room and used my sense of hearing to find Rouge. I could hear her heartbeat in the gardens. I found her scent in the air pretty quickly. I walked over and found her curled up behind a rose bush crying.

"If it's any consolation, I think you would look hot in pink," I said slowly.

She looked up, "I...I didn't mean to snap….I'm sorry."

I shrugged, "no, it's my fault," I st down next to her, "Jean told me about your powers. I get it, if I found out I could never make out ever again I would be pretty pissed off too. I'm guessing the depressed outlook on life you have is just pent up sexual frustration yeah?"

Rouge went slack jawed, "you know when people are apologizing they don't end up insulting the person more."

I shrugged, "I'm not used to saying sorry. Well...I am, but….anyway. Look, I'm sorry, I am, but honestly, this whole attitude you have is frankly sad, so I'm going to fix that right up."

Rouge wiped her eyes, doing her best to glare a hole into my head, "how?"

"I'm going to cure you!" I smiled.

She looked at me like I was crazy, "what?" Frankly, I don't blame her.

 **That afternoon:**

I put away my stuff in the room Xavier Had allotted for me and immediately had Jean show me to the lab they had on the campus.

It wasn't as fancy as the one I was used to in the Baxter building, but most usually aren't. But it was equipped with tech that was tuned towards mutants and their powers, making my job a lot easier.

The doors opened as Rouge walked in looking around, "you wanted to see me?"

"Oh hey Tutu, sit," I pointed at a chair as I walked up to her with a notepad.

Rouge looked at me wearily as she sat down, "what's this about?"

"I told you didn't I? I'm going to find a way to cure you," I told her, "now, tell me, when did you powers first activate."

Rouge blinked, "ah, I was, ah, kissing my boyfriend."

"Touge?"

"Why do you need to know that?!"

"Because, if you used though that means it is also a surface on your body that can absorb another person's life force," I said noting the actions down.

Rouge growled, "tongue."

"Oh, kinky," I chuckled.

"How exactly are you going to help me?" Rouge asked quickly.

"No clue," I replied jotting down several points.

"What? Then how do you know that you can even help me?!"

I shrugged, "no clue. But I'm going to try," I smiled.

Rouge rubbed her temples, "God help me you're crazy."

Poof!

Kurt and Kathy appeared in a poof of smoke, "stop stealing my stuff!" Kathy cried out as she snatched a hairbrush out of Kurt's hands.

"Hey! It's mine! I bought it!" Kurt snatched it back.

"Yeah right, like you-" Kathy stopped as as realised where they where, "ah, hey."

Rouge sighed, "hey Kitty."

"What ah...what are you guys doing?" Kathy asked.

"I'm trying to figure out Grumpy's powers," I explained as I picked up a scalpel, "now, hold still."

Rouge's eyes went wide at the sight of the sharp surgical tool in my hand, "what are you going to do with that?"

"Oh this?" I looked at the scalpel before smiling, "I'm going to cut you open and harvest your kidneys! Whahaha!"

"What?!" Kurt gasped in horror, "no! I'll won't let-"

Whack.

Kathy hit him up the head, "he's obviously joking Kurt."

Rogue groaned, "kill me now."

I chuckled, "sorry, whenever I see someone so unbelievably depressed I can't help cracking jokes. As to the scalpel," I pressed it on my skin and made a small cut on it. I took a sucker and took the blood out, watching as my wound quickly healed itself.

"Alright, show me your arm," I asked her.

Rouge blinked, "why?"

I sighed, "because I need to figure out how your powers work."

"I told you how it works! People touch me and they die!" Rouge cried out.

"Yeah, but I need to know how that happens, now, arm," I motioned her to roll her sleeves up.

Sighing she did just that. I grasped her arm and slowly put the drop on her skin and waited. I looked at her, "nothing?"

Rogue shook her head, "no. Now what's this supposed to do?"

"This proves that your body conducts powers not through blood but through something else," I scribbled away on my note pad, "my best guess? Skin to skin contact must transfer something...but what? It's not blood so...what is life force anyway?" I hummed to myself before turning to Rouge, "hey Tutu, tell me, when you're absorbing someone, what does it feel like?"

She grumbled at the nick name, "it...it feels like a rush of power. Suddenly I remember everything they do, I can see everything they see and know whatever they know. It's like...it's amazing."

I frowned, "wait...did you say you gain their memories?"

Rouge nodded, "yeah, why?"

"Well then that means….oh! Oh that's brilliant! Oh why didn't I see this before, that's freaking amazing!" I began scribbling things down on my note furiously, "this makes perfect sense!"

"What does?" Rouge asked.

"Five bucks says he's mad," Kathy whispered.

"YOu're on," Kurt whispered back.

I cackled, "YI figured out how your powers work! You see the skin is extremely absorbent, it's actually one of a kind when compared to the rest of your organs. But it has something else, nerves. Nerves attached to every millimeter of it's surface. And, each nerver is connected to the brain.

"The way I see it, you're like an electric eel, or a reserve electric eel. You absorb someone's life energy, or to put it in a more scientific way, you take in their bio-electricity and then use it for yourself. This is why you don't just absorb their energy, but their memories, which is stored..."

"On the brain," Rouge realised, "s-so how do you fix it?"

"Well, I can't," I smiled.

"What?! But you said-"

"I know, but I can't do it unless I experiment on you for days upon days together, which I'm sure you wouldn't like. But, I do have a way you can control it," I looked around the lab, trying to find what I'm looking for, "my solution isn't permanent, but it should help you out a little."

The three mutant teenagers were quietly watching me scourge through the lab, trying to find the equipment I needed.

"Dammit!" I cried out, "there isn't a single fucking quantum inhibitor anywhere! Argh! Why does this always happen to me?! I look for a quantum inhibitor, but I find a gene silencer, and when I'm searching for that I-oh, found it!"

I began to work, the three mutant teenagers looked over my shoulder curiously as I began creating the five devices I would need. But I would need a container, hmm….

"Kurt!" I called him over.

"W-what?" he asked.

"Go to Kathy's room and steal all the pink scrunchies she has!"

"You got it boss!"

"What?! No!" Kathy cried out, "don't you dare do it Kurt-"

BAMF!

The jewish girl growled, "god dammit! Why me?!"

"Why Kathy, don't you want me to help your friend?" I asked with a pout, guilting her immediately.

"N-no, nothing like that, it's just," Rogue glared at the girl who eventually sighed, "fine….I still don't like it."

BAMF!

"I'm back!" Kurt called out as he appeared before me, tossing three bright pink scrunchies on the table and two black ones, "she didn't have enough pink ones."

"Neah, this is perfect!" I held up a chain like stretch of metal with a blinking light in the middle that generated a humming sound that was nearly silent, even for my ears. I grabbed a scrunchie and tied each rope like machine around it before tossing one to Rouge.

"What do I do with this?" Rogue asked.

"Put it on," I instructed her as I began to fix the second scrunchie.

"What? But it's pink!" she cried out, holding the offending object afar.

"Would you rather wear pink or not touch anyone ever again?" I asked.

"I-I….you planned this didn't you?" she glared.

I tossed her a second pink scrunchy, "you promised to wear a pink tutu didn't you? This should be close enough." She narrowed her eyes but complied, following my instructions to a scrunchy on each limb and one around her neck.

"Alright, let's see if this works," I took out a custom made remote and activated it. Instantly all the hairs on Rouge's body went up, the static electricity made from the devices I made caused goosebumps all along her body.

"W-what was that?" she asked me.

"Hopefully? A form of protection," I reached forward, she flinched, "it's alright...trust me, I'll be fine Rouge." She looked unsure, but when I continued forward, she didn't flinch.

My fingers touched the back of her hand, she flinched but then...nothing. I smiled as I slowly cupped her entire hand in mine.

"Tolle!" Kurt cried out in German, "you are amazing Peter!"

"H-how are you doing this?" Rouge asked, looking shocked.

"The machine cancels out your powers," I pointed to the metal chain like machine I wrapped around the scrunchy, "they act like a neutralizing agent to your powers. A buffer if you will."

"But how?" Kitty asked.

"Well, Rogue's powers allow her to absorb a person's electricity through touch. She's sort of like an electric leech, absorbing not just their powers, but their memories as well. What my machine does it emits a magnetic field around four feet wide. Rouge's skin is special, it's like an open conductor, so when she touches someone, electricity passes through from person to person. But the magnetic field my machine forms, neutralises this, it causes a disturbance in the transference, preventing her from absorbing anything."

I looked at their faces, they were utterly confused, blinking in confusion, while Rouge looked hopeful.

"S-so can I touch people again?" she asked.

I nodded, "yup. And if you keep those bands on, you can kiss people too. The range of the machines should be effective enough to prevent any harm….especially from tongue."

"Thank you!" she leaped forward, colliding into me with a hug,"thank you thank you thank!"

I chuckled, "it's fine," I patted her on the back, "hey! You want to prank Scott?!"

Rouge and the others grinned, guess that meant they were in.

 **A few minutes later:**

We snuck into the living room where Jean and Scott sat on a couch watching TV while Logan and Ororo sat afar, playing a game of chess, and judging from the way Logan kept growling I'm guessing he wasn't very good.

"Alright, you know the plan?" I whispered to them.

"Yes," Rouge smiled as she removed her gloves and rolled up her sleeves, exposing her pale white skin, "this is going to be fun!"

I nodded as we all snuck into, doing our best to stay silent. Logan and Ororo noticed us immediately. I smiled and pressed finger to my lips, winking at them, the two remained silent, though their attention was now on us instead of their game.

I walked forward, gaining Jean's and Scott's attention. "Hey guys! What are you watching?" I asked, plopping down between Scott and Jean, forcing them apart, much to Scott's annoyance and Jean's delight.

"Just something about cat's," Scott grumbled as he flipped the channel to Nat Geo, showing a documentary about Lions, "which seems to be the only thing on TV these days."

"Huh," I glared, "cats. Stupid things."

" _Peter, if you want, I'm free to talk,_ " Jean told me, holding my hand in hers and giving it a firm squeeze.

" _I'm fine….it's just...she's left. Besides I've never been a cat person. The only kind of pussy I like is the kind-_ "

"-Peter!" Jean blushed, "watch it!"

I smirked, "oh, what's wrong birdie? Did my dirty mind make you nervous?"

Jean raised an eyebrow, "have you forgotten that the professor can also read minds?"

I blinked, "huh….but, I mean he wouldn't right? He promised he wouldn't do that again."

"He wouldn't have to read too deep to hear that," Jean smiled, "you're basically screaming it out so loudly any decent psychic can pick up on it."

"And you don't need to be a mind reader to know what you were thinking," Rouge said as she leaned forward, wrapping her exposed arms around Scott's neck, pressing her rack against his back.

"What the-Rouge!" Scott cried out as he immediately jumped out of the couch, touching himself over, "what are you doing?! Are you crazy?! What if I….I'm not dead?" he asked in utter confusion.

"Wahahah!" I laughed, holding my gut as it threatened to jump out of my body, "that was priceless!"

"And I got it all on video!" Kurt cried out hanging from the ceiling , holding my phone upside down to capture the whole thing.

"What is going on?" Jean asked as she got on her feet, looking between Scott and Rogue, "how was she..." Jean narrowed her eyes at the surprising pink scrunchies Rouge now wore and the machinery wrapped around it. Immediately she turned to me, "did you do this Peter?"

I smirked, "I may have."

"He made it so that I can touch people again," Rouge said, Logan and Ororo were by her side, holding her sides as she slowly leaked out tears of joy once more, "I'm normal again!"

"Not really," I shrugged, "I mean, no normal person is that pale. Unless they're a vampire….you aren't a vampire are?"

She didn't even mind, she just laughed, happy to have a semblance of normality in her life again.

"What's going on here?" Xavier asked as he rolled into the living to find us all around a crying but happy Rouge, "Rouge? Did something happen?"

"You bet it did professor!" Kathy cried out, "Peter helped Rouge control her powers! Isn't that amazing?!"

The man blinked, "you did?"

Rouge nodded, holding up the metal bracelets around her hands, "I don't know how, but this boy here cured me!"

"This calls for a party!" Kurt cried out, jumping down from the ceiling, "party like there's no tomorrow!"

And just then Evan walked in, all of us were cheering, he blinked, "ah, did I miss something?"

 **That night:**

The X-men were gathered in the dining room again, this time there was a small feast prepared instead of a simple dinner.

"WOO!" Rogue cried out, throwing her arms around Kurt, nearly crushing the poor blue boy, "I'm never letting go!"

"You probably should Rouge, he's going blue from sophacateing," Jean joked, causing them all to laugh.

"Who wants bacon?" Logan asked as he entered with a pan of freshly baked bacon.

"Is that fried bacon?" Scott asked surprised, "where did you get it?"

"I cooked it," Logan grunted.

"You can cook?" Kathy blinked, surprised.

"Yeah," Logan grunted as he put a few strips on her plate, "it's fried with maple syrup, get it while it's hot."

"Maple syrup?" Kurt asked, picking at his food.

"Yeah," Logan grunted.

"What are you? Canadian?" Rouge asked in suspicion.

The man grinned, "hell yeah I am."

Xavier and I stood out in the gardens, the patio doors connecting the dining room to the outside backyard was left open, I could hear Kurt teasing Logan and the sound of Logan's claws popping out. I smiled as Kurt squeaked, backing away, they were all enjoying themselves, it's sad really. I doubt they would get a chance to be this carefree ever again.

"Thank you for what you did for Rouge Peter," Xavier said as he sipped his glass of celebratory champagne. The adults drank that while the miners were forced to settle for grape juice. Kurt had tried to steal some alcohol, but after a very scary glare from Ororo he was discouraged from such an action.

"It was the least I could do," I shrugged, "she got a shitty draw in powers...it's just seemed unfair."

"May I ask why you chose to help her?" Xavier asked.

"It was the right thing to do."

"Ah...so while the spirit of Spider-man may be broken, your sense of duty is still intact, that is good to hear."

"Why is that?" I asked.

"Because anything that is broken, can be fixed given enough time," Xavier smiled, "you came to me looking for meaning in your life yes?"

I nodded, "yeah...and?"

"Well...if I'm not mistaken, maybe this should be your purpose," he turned around to seeing Rouge and the others laughing and cheering, "there will be others like her, maybe not a mutant, maybe not a human, but people who have taken a bad hand in life...you could help them. Maybe not as Spider-man, but maybe as Peter Parker."

I raised an eyebrow, "a superhero training camp?"

The man chuckled, "if you like."

I smiled and looked back inside. Maybe he was right….maybe, if I can't be a hero, I can at least help nurture those who want to be. Maybe.

 **A few hours later:**

I sat down on my bed in the guest room and sighed. It was a long night, Rouge had insisted on stuffing my face with food every chance she got. She was smiling, happy, no trace of her depressed emo personality, guess being able to touch people really changed things up.

The highlight of the night though was when Rouge got a little daring and took advantage of her new lease on life.

She had grabbed Scott by the neck and pulled him into a secluded corner, kissing him as hard as she could. I didn't know the details after that, since I stopped listening, but ten minutes later they returned, Scott looking happy.

Knock, knock.

"Come in," I called out, the door opened, Jean walked in with a smile on her face. "Jean? What's up?"

She walked over and sat down next to me, "so….we never got a chance to talk about how you've been handling...everything."

I snorted, "which part? The one where I quite being a hero or the part where my girlfriend dumped me?"

"Both I suppose...you still love her," it wasn't a question.

I sighed, "yeah...I can't just stop….do you remember what you said that day?"

Jean smiled, "you mean the day I lost my virginity to the both of you? Yes, I have a vague recollection," she chuckled as I blushed remembering that night.

"R-right, well….you told me she loved me, that she wouldn't ever leave me...do you think-"

"-Yes," Jean nodded, "she loved you. And...I'm sure she still does. But right now, if I know her, she's probably ashamed of herself for what she did."

"I see...so what do you think I should do?"

"I think...I think you need to get over yourself," she snorted, "you've been brooding too much, I know, Liz and MJ told me. You need to get up and stretch yourself Peter. She wouldn't like it, and neither do I."

"She left me," I snorted, "I don't' think she has a right to an opinion."

"Fine, then what about me?" Jean put her hand onto of mine and squeezed, "I can't stand the sight of seeing the man I love looking like a shadow of himself...you're more than your difficulties Peter...much more. And the only way you will ever lose, is if you let yourself get defeated."

She looked into my eyes, and for a moment I felt my pain and sorrow leave me again. I felt so alone, with no one to share this, this hurt with. And suddenly, here she was. Probably the only other person other than Felicia who could even begin to understand.

She leaned forward and kissed me. Her hands immediately reaching down my pants, unbuttoning them her fingers while her telekinetic powers took her own bottoms off.

Out clothes flew off as we curled up underneath my bed's blanket. I bite her neck as my hands went under her shirt, taking it off and throwing it across the room. I kissed her breasts, unhooking her bra, Jean moaning into my ear as she removed my clothes with her mind.

For the rest of the night we made love, for the first time in months, I didn't feel alone. I woke up the next day with Jean still in my bed, wrapped around my arms, I held her tight, afraid to let her go.

" _Don't worry,_ " she said as she wrapped her arm around my body, holding me close as she pressed her ear against my heart, " _I won't be going anywhere…for today you can stay with me. So you don't have to worry Peter._ " I smiled, I believed her.

* * *

 **While Jean won't be a repeating character she will be there to support Peter. Though to be honest I'm not really going to focus on the X-men stuff for a while, it's mostly going to be in the background running constantly.**

 **The next few chapters are going to be how Peter recovers from this total state of fucked upness. And believe me, it's going to be a whopper. Here's a hint: 982**


	33. Earth-982

I left the X-men feeling better than I did entering. Jean and I spent some more time together, catching up, having fun. In the end, I left with a lighter heart, more accepting of what my situation was.

When I returned Ben and May could tell I was feeling better. They smiled at me and I just smiled back. My dad didn't spend much time at home these days, he was far too busy helping SHIELD with tracking and locating HYDRA bases.

School had let out for Christmas vacation, and I spent all my time at the Baxter building working in my lab. I decided that Xavier was right, I didn't have to be Spider-man, but...I could still be useful, right?

The week went by quickly, I spent most of it working on a special project in my half destroyed lab. I thought over what Xavier suggested, superhero training camp, it honestly sounded like a good idea.

If this universe was anything like the 616 marvel world then it's going to be filled with people with abilities and almost all of them will need some way to hide their identities. So I decided to make something to help with just that.

It was called the NEXUS helmet. I designed it with some pointers from Tony himself. I emailed him a few times and he gave me a few brilliant pointers.

I designed the helmet in such a way that it could collapse into a tablet, something that was reasonable for anyone to be carrying around on their person.

The helmet was shaped like the one I used to have from my Spiderman costume, sleek and well ventilated. It's internal systems were state of the art and had everything from a HUD to a phone like interface.

It wasn't as expensive as Tony's helmets with their fancy display tech, but it still wasn't cheap. It costed nearly fifty thousand, not including labour charges. So so far I only had this one model ready, I was going to have to make some capital before I can make this into a business that just gives out tech like this for free.

But Tony did have one tiny little suggestion, just a tiny adjustment. He insisted on an AI system being present inside the helmet to assist the wearer. I outright refused, but he went behind my back and hacked into the helmet, downloading and installing an AI in it anyway.

Needless to say, I was pissed.

Now I found myself in my lab, alone, testing the helmet I created and the AI Tony forcibly installed inside.

"Testing AI capabilities, experiment number five," I spoke into a recorder before putting it down and tapping the helmet, "hey, can you hear me in there?"

" _Yes sir, how may I be of service?_ " she asked in a polite manner. That's right, she, Tony gave me a female AI. Wonderful.

"Can you search the web for any sighting of illegal activity?" I asked.

" _Certainly Mr. Parker,_ " she replied, " _there is currently three crimes reported, one robbery, a car jacking off fifth and a man ready to jump off a roof a few blocks away. Do you wish me to plot a course?_ "

I paused, the words jump off a roof stuck with me. I sighed, "ah...no, not yet. Access my phone's contacts and send the address to Johnny Storm's number."

" _I'm sorry sir, but I don't find anyone listed under that name._ "

I groaned, "oh, right. Ah, send it too 'Flaming Poo', work, not personal."

" _Understood, done,_ " the helmet spoke, " _will there be anything else Mr. Parker._ "

"No, thanks, eh...hm, i suppose I haven't given a name yet huh?"

" _No sir, you haven't,_ " the AI replied.

"Hm...how about...Sexy?" Is miled.

" _Sexy sir? Isn't that a bit obscene?_ "

I snorted, "you were made by Tony Stark, I suggest you get used to that,"I picked the helmet up and pressed a button it it's left temple, causing it to collapse onto itself, the internal hard plates shiting, forming an extra thick red tablet that I put into my back pocket.

I walked out of my lab and into the den, Johnny and Sue sitting on the couch watching TV. "Johnny," I called out gaining his attention, "there's a jumper out in the city about to do a dive, I've sent the location to your phone."

Johnny's eyes widened, "shit! Right, on it!" he leaped out of the couch and took out his phone for the location. He then jumped over the balcony railing and soared into the air, heading straight for the jumper in question.

"How did you find that out?" Sue asked questioningly.

I held up the red tablet, "I finished her initial test runs. So far, it's perfect."

"Did you apply your Parker Blood system into it?" Sue asked as she motioned me to pass the tablet to her.

"Of course," I did passed it over, immediately it transformed into it' helmet form, causing Sue to put it on and look it over.

"Hm, this is very good Peter, I'm impressed," Susan replied, "anything fun in particular?"

"Yeah, Sexy, show her a map of all the reported crimes in New York currently being reported in," I instructed.

"What did you call me?" Sue asked in surprise.

" _At once sir,_ " Sexy replied.

"Woah!" Sue removed the helmet, her eyes wide in surprise, "h-how...an AI?"

I nodded, sitting down next to her, "yeah. Tony insisted, damn bastard."

"I see...you did say you hated AI's so why did you let him install it?" Sue asked.

"He bypassed my security settings and rooted it into the main system. I can't remove her without reworking the entire system from scratch," I shrugged.

" _You're very rude you know that?_ " Sexy huffed.

Sue chuckled, "at least she's got a nice attitude," she tossed me the helmet. Immediately I collapsed it into it's tablet form.

We sat in silence, the news running in the background. Slowly the air began to feel awkward, the last time we were lone like this...well...things happened.

I cleared my throat, "so..."

Sue nodded, "yeah...how have you been? We didn't really...you know, get a chance to talk after the ah...well..."

"The kiss?" I chuckled.

Sue snorted, "yeah, that. Look Peter, I just wanted to say that I'm sorry, I shouldn't have done that."

I smiled, "it's fine Sue, it was just a kiss," I shrugged, "besides, we were pretty lonely back then. And as kinky as me making out with my boss sounds it's not right."

"Plus you're a minor."

"Oh, right, forgot about that," I gulped, "I hope you don't get into any trouble because of that."

"No...probably not," she shrugged.

"So…." I looked at her, "this is one moment huh."

"Yup," she nodded. Cue the awkward tension once more. Suddenly Sue snapped to the TV, "look, it's Johnny!"

I turned to the Tv and sure enough there was Johnny, floating next to the man about to jump, talking him down. We watched and waited for five solid minutes, before finally the man agreed to step down, the people cheered and Johnny helped the man climb down to the ground and get into an ambulance.

"Good job flame butt," I grinned.

"He has his moments," Sue admitted with a proud smile.

"Yeah, he's really matured since he and Liz began to go out."

Sue nodded, "she's good for him," Sue turned to me, I didn't realise how close we were sitting. Slowly the scent of maple syrup began rolling off her body, her eyes diluting.

"Sue," I flicked her forehead, "no. Bad girl."

Sue froaned rubbing her forehead, "what are you talking about?"

"No fantasising about me," I winked.

"I-I wasn't doing that!" she cried out.

I shrugged, "you don't have to lie Sue, I'm know I'm sexy as fuck."

"Hey! I'm-"

"-Ah Peter! You're here I see," suddenly Reed walked in causing Sue and I to flinch in surprise. He blinked, "is something wrong?"

I hummed, "no, nothing, just, long day. Created a superhero helmet with an AI to market to super heroes, you know the usual," I smiled.

Reed narrowed his eyes, "right," he looked at Sue before shrugging, "anyway, it's good that you're here. I need to show you something."

I blinked, "ah, okay." Sue and I got up and followed Reed back into his lab.

The place looked newly built, which was true. Almost all his tech had to be replaced, since Doom did trash his lab the most. And while the rest of the lab looked clutched, the center of it held a familiar looking portal that was humming with energy.

I stopped at the door, Sue gasping as she looked inside. I growled, "Richard, you have ten seconds to explain why you built this thing again."

Reed gulped, "I-I wanted to show you that it worked Peter. We finally cracked inter-dimensional travel!"

"Are you fucking stupid?!" I cried out, the anger I felt when Doom nearly killed me seeping into my voice, "no, you can't be, you're the world's smartest man. And yet I have to believe you must be stupid because what kind of idiot would build this thing again?!"

"Peter-"

"-No Reed, this is too much," Sue shot in, "the last time you meddled with things you didn't understand you nearly got us all killed!"

"Some more than others," I growled as I grabbed him by his shirt collar, "when I gave you those blueprints I stole of Spiral's belt I didn't intend for you to build a fucking gateway Reed! Turn this off now!"

"Peter I-"

"-No! I don't want to hear it!" I cried out, "the last time you messed with this things you unleashed Doom! And who knows what's on the other side of this thing?! Turn it off, now!"

Reed sighed, "y-yeah, alright."

I sighed and let go of him, "thank you," I stepped back as he went to the controls and began powering the machine down. Slowly the green portal being generated closed in on itself and I sighed in relief, "thank God."

"Honestly Reed I don't know what you were thinking," Sue scoffed, "once was bad enough."

Reed rubbed his head, "I know, I know but….I felt bad about what happened to Peter. I figured if I could get this to work it would prove all that pain I caused wasn't for nothing."

I sighed, "Reed I don't care about all that. The only person responsible for my pain in Doom, and you are no Doom. I don't blame you for what happened, but by building this machine again….it' kind of hard to think you aren't fucking insane. Like, what if it lead to Hell Reed? You would have literally created a portal to hell!"

Reed blinked, "Peter, you do realise hell isn't real right?"

I rubbed my temples, "believe me Reed, hell is very real. There are reports of angels and demons, heck I personally know a blue furred dude that can teleport by traveling through hell. Chances are it's very real. So let's not take the chance? Yes?"

Reed and Sue looked at each other and blinked. Sue turned to me, "we need to have a long talk about the movies you watch."

I scoffed, "I'm not making this shit up," we walked out of Reed's lab when suddenly the alarms went off. I groaned, "now what?!"

Sue and Reed ran to Reed's terminal. "Doom's trying to hack our system!" Sue cried out.

"He's after the portal's blueprints!" Reed yelled.

"Can you stall him?" I asked.

"We're trying," Sue growled out.

"I think I can help," I pulled out my red tablet and turned it into my helmet. Once it was dawned on me I called out, "Sexy, can you help secure the servers?"

" _Yes sir,_ " she replied.

"Connect her into the machine directly, should give her a direct line to fight off Doom," Reed instructed.

I nodded as I ran to the portal and pulled out a wire form the helmet, plugging it into the machine. " _Entered into the mainframe, locating worm, destroying,_ " came Sexy's voice.

I waited for a few moments before Reed cried out, "it's working! Sexy's gotten rid of Doom's virus!"

"Horrible name for an AI," Sue grumbled.

"Oh don't worry honey, I think you're sexy too," I chuckled earning a glare from Reed while Sue smiled coyly.

Suddenly though Reed's eyes went wide, "no! No!"

"What happened?" Sue cried out.

"He's gotten into the main system! How?!"

"The worm was a trap," Sue called out, her eyes going wide, "he's trying to activate the portal!"

" _Warning! Doom has sent the settings to the portal at maximum range It can potentially blow the entire building up,_ " Sexy informed.

WOAM!

The green portal reappeared, I stared at it's green voidness and gulped, "Sexy, any recommendations on how to stop it?"

" _The portal isn't stabilized yet to its full capacity. Any life form that enters now can destabilize the portal and prevent total collapse._ "

I sighed, 'so basically I have to kill myself,' I knew I had no choice. There was no way I was letting anything happen to the people in this building. Plus I was the only one who could. My healing factor should be able to keep me alive, even if I jump through a disable portal.

My mind made I spoke up, "Sexy, find me a safe place to land."

" _Understood, accessing subterminal codes now….location found, Designation : Home,_ " she replied.

"Peter! What are you doing?!" Sue cried out.

I turned to her and gave a mocking salute, "healing factor remember? I'll be fine. Just get to work bringing me back alright?"

"No Peter! Let me! I caused all of this!" Reed came rushing at me.

"Sorry Stretch," I sent a bio-electric blast that sent him flying back, "but you're the only one smart enough to bring me back." I removed the wire form my helmet going to the machine and stepped back.

" _Location set sir,_ " Sexy called out, " _portal will be stable enough to collapse in twenty seconds._ "

"Fuckign perfect" I ran forward, I think I heard Sue cry out something as I did. But I didn't really listen. I jumped into the green portal and suddenly everything began to turn. My stomach flipped, my body weightless. I came flying around in circles, green everywhere, I think I'm going to be sick.

And then it stopped. Gravity returned and I found myself thrown head first into the ground. I gathered myself quickly and came to a roll. I looked around, I was on a rooftop in the middle of Manhattan, I would recognize this city anywhere.

"Alright Sexy, where the hell are we" I called out.

" _Searching all known databases….information found. It seems we are in Manhattan, the year is 2008._ "

I sighed, "alright, do you have knowledge of our world? Like history and stuff like that? Something that doesn't compare with our own world's past?"

" _Apologize, I can access the internet for that information, but any information I obtain will be about this world and I cannot make a comparison._ "

I hummed as I stepped up to the edge of the roof and looked down. Everything looked the same, "alright. Tell me about this world. Does it have the Avengers?"

" _Yes. The Avengers assembled in 1976 in this world, as such they are significantly older._ "

I hummed, "alright. Sexy, check for Peter Parker."

" _Searching….found. It seems Peter Parker is a forensic specialist for the New York police department. His wife, Mary Jane Watson-Parker is a fashion designer and used to be a model. Their daughter is May Parker, she is currently studying in Midtown high._ "

I sighed, "oh good lord, I'm in the Spider-girl universe, fuck me in the ear." I sighed as I looked round, I needed to find a way back. Maybe I should just wait here? Reed should have fixed that machine by now right?

I sat down on the roof and waited. And waited. And waited. But nothing ever came. No portal, no message, nothing.

I sighed, 'I need to find May, I need her help to get back home. Spyral, that's the guy who brought her to my world, maybe he can help me do the same? I have to try...but maybe I should change my look first,' I looked down, I was still wearing a blue and red captain america t-shirt and jeans, 'actually...maybe I don't need too?'

"Sexy, can you get me some cash on hand?" I asked.

" _Yes Spider, I can. Simply connect me to the nearest ATM and I can do as you ask._ "

"Great, find me the nearest ATM please," I said as I looked down into the alleyway below me.

" _Found it, the nearest ATM is a block away,_ " she replied.

"Thanks Sexy," I took off my helmet and turned it into it's tablet form. I walked around, people ignored me for the most part, ah New York, the same in every dimension. I found the ATM quickly, a small crowd. But I could deal with it.

When it was my turn at the ATM I drew out the USB cable from my helmet and plugged it into the system and waited.

" _How much shall I withdraw?_ " Sexy asked.

"A thousand dollars just to be safe," I whispered.

" _Understood,_ " she replied as the ATM quickly dispensed that amount.

"Oh, and erase the security camera footage of me," I looked at the ATM camera looking at me right in the face, "no trace of what we did here."

" _Understood,_ " she replied quickly doing just that. I took the money and disconnected Sexy. People's eyes widened at the sight of so much cash, but I just smiled and tucked it away.

The first thing I did was buy myself some lunch from Subway, three foot long subs, what can I say, traveling through dimensions makes a guy hungry.

After lunch I set out to find May. The time was around 11, meaning she would be in school right now. I took the bus, ending up in midtown high in ten minutes, and I have to say it's kind of disappointing that this place hasn't changed even if it's in another dimension. I _really_ hate this place.

I walked inside like I belonged,which technically I did. Does being registered in another universe count? I don't think so.

I looked around, people were unfamiliar to me, and judging by the looks they gave me they knew I didn't belong. A few of the girls however did appreciate my precious, guess even in this world I was hot. Yup, it was good being me.

It was lunch time, meaning May had to be somewhere in the cafeteria. I walked in and looked around, where is she? Just then I noticed a head of platinum blonde hair walk by I blinked, no way...no, it has to be a trick.

I tried to look around, but the hair was gone. I sighed, 'either I'm going crazy or the world is….has to be the world, I'm perfect!' I sighed and kept looking around, and then I heard her voice, "a rhino charged into your home?! That has to be the lamest thing I have ever heard!"

I chuckled, my daughter alright. I looked around and spotted her immediately. She was surrounded by people. A fat kid, a small skiny asian kid, a chubby girl with glasses and brown hair in a ponytail, two blonde dudes that looked like they hated each other's guts and in the middle of it all was my would be daughter, May Parker.

"You know what your problem is Moose?" the skinny kid pointed at the big one, "you need to learn some respect! You can't just talk to us like that!"

"You going to make me?" Moose growled.

"And what if I am?" the kid got up as they both stared each other down.

"Oh, a gay couple, that's a nice change of pace," I called out as I walked up to them.

The entire group turned to me as one. May gasped as her eyes widened in recognition, "d-d-Peter?!"

I grinned, "heya kiddo! Fancy running into you here!"

"W-what are you doing here?!" she cried out as he got up and walked over to me, giving me a big hug.

I chuckled, "missed you too May," I broke the hug and smiled, "it's a long story. Remember when you came to visit me? Well basically the same thing happened to me, so now I need your help."

May blinked, "you...how?"

I grumbled and whispered, "Reed, cocky bitch thought he could fix everything. Big explosion, ended up here to try and save the world. You know, the usual."

"Ah, May, who is this?" one of the blondes asked. I noticed people were now staring at us, huh, May must be really popular.

"This ah, this is-" May tried to explain, but couldn't.

"I'm her cousin, Bruce, Bruce Wayne," I smiled, waving happily, "I was in town and I figured, hey, let's see what May's up to!"

One of the blonde boys raised an eyebrow, "Bruce? Then why did May call you Peter?"

I shrugged, "my middle name is Peter, I'm actually named after her dad. I prefer Bruce, but, well she knows calling me Peter pisses me off, so she does it."

"Right," the blonde narrowed his eyes.

"And you are?" I asked the guy.

"JJ," he replied defensively.

"I'm Carol!" the girl with the ponytail said with a smile, "I didn't know your cousin was coming May!"

"Y-yeah, it was kind of sudden," May grabbed her bag, "I have to cut this short guys, I'll see you tomorrow."

May grabbed me and pulled me away. "It was nice seeing you all! I hope Moose and his partner finds true love!" I launched as the two boys from before blushed, not willing to meet the other's eye.

May and I walked outside as she finally let go of me. I sighed, "sorry about dropping in on you like this, but I really don't know who else to talk too."

"It's fine," she replied, "it's just...I never expected to see you again."

I smiled, "you sound disappointed."

"Well if I ever did see you again that would mean the freaking world was being ripped apart!" May cried out before sighing, "sorry, been under a lot of stress lately."

I nodded, "understandable. Anyway, where's Spyral? He can help me get back home."

May stiffened, "he's...he's not here right now. He's...kind of missing."

I blinked, "explain, please."

"He broke out of prison."

"Fuck me," I groaned, "wait….Reed! You said you have a FF here right? Is Reed still alive?"

May blinked, "ah, yeah. Do you want me to take you to them?"

I nodded, "yes please!"

"Right," she looked around, "follow me." We quickly went into a dark alley and began to change into our uniform. Again, seeing your would be daughter strip in front of you makes life very odd to say the least.

When she was done, she turned to me, and I was still in my civilian clothes. May looked me over, "aren't you going to suit up?"

"No I...my costume kind of got ripped apart," I chuckled, unwilling to tell her the truth.

"Oh, damn," she scratched her head, "well, this is going to be difficult. I'm guessing you don't have your web shooters as well?"

I shook my head, "no, I don't."

"Damn," she sighed, "well it's fine, I'll just have to swing you over. Do you have something to hide your face with? I don't think it would be a good idea for Spider-girl to be seen with May Parker's cousin."

I took out my red tablet and grinned, "I have this."

"What does that-" May stopped as the tablet exploded around my face, forming a red clean metallic helmet, "-okay, now that's cool."

"Thanks," I replied, "let's go!"

May nodded as she walked up to me and put an arm around my hip pulling me close. "Hold on tight," she said as she leaped up, web swinging away.

"Damn!" I cried out in excitement, I honestly missed this. I had to restrain myself from yelling out more, least I draw attention to myself. The city moved past us so quickly, I observed familiar sightings, thought they seemed off in a way, like a picture missing a few shades.

"So this is your city huh?" I called out as she swung us over a train, "I'll be honest with you, I don't like it."

May chuckled, "yeah well it doesn't like you either, so don't get any ideas of staying back!"

I smiled, "oh, what's the matter honey, don't like it when your daddy pops in to visit?"

"Okay, one, you ain't my dad _Bruce_ , so don't even think it. And two, I actually do have a dad in this world, so please stop calling yourself my dad okay?"

"Oh yeah, I almost forgot. Think we can swing by your dad's work place? I totally want to know how I look like when I grow older." And maybe see the _real_ Peter Parker...and maybe talk to the legend.

"No! Do you have any idea how freaked out my dad would be?!"

"Fine fine, obviously you get your sense of adventure from your mother's side," I scoffed, "just tell me one thing. Do I go bald?"

"No, actually you have a beard."

"A real beard or a goatee?"

"Goatee."

"Really? Who the hell is he trying to impersonate? Tony Stark? Moron." May laughed as we came up towards a building with a giant 5 on it's side. "Woah, so when you said FF, you didn't mean Fantastic Four did you?"

"Yup, that's the Fantastic Five," May replied as she swung by closer before she moved away, landing on a building opposite to the place.

I sighed as she put me down, "why didn't you go in?"

"Ah, unlike your version of Earth, people here aren't exactly my best buddies. I mean, they know me and all, but we aren't BFF's. My dad is, but they don't know that I'm his kid."

"Why not?" I asked.

She shrugged, "if they knew then...they would expect me to be like him."

I nodded, "I get it, you want to be your own hero. It's understandable. After all, who would want to take after a guy who wore spandex for his entire superhero career?"

May snorted, "right."

"So how are we going to get help?" I asked.

"Well I was close enough to trip the proximity sensors, meaning," she pointed as a man in blue and back came flying out of the building and down to us.

I blinked, "who's that?"

"That's Franklin Richards," May told me, "he's Sue's son."

I blinked, "oh...he's not my kid is he?"

"What? No?! Why do you always think that?!"

I shrugged, "just asked."

"Spider-girl, it is nice to see you again," Franklin smiled before turning to me and narrowing his eyes, "and you are?"

"I'm a friend," I waved, "actually, I'm a version of her from another world where she was boy a guy instead of a girl. There are a lot of minor differences, but bottom line I need a way back to my dimension. Think you guys can hook me up?"

Franklin blinked, "that is...unexpected."

"Yeah, tell me about it," May scoffed.

"Where's your costume?" Franklin asked, noting my civilian attire.

I sighed, rubbing my neck, "it kind of got torn to shreds. Anyway, I was hoping your version of Reed Richards could help me out," I told him, "ah, you do have a Reed Richards in this world right? He's not like dead or anything?"

Franklin chuckled, "no, he's fine. Well...I wouldn't say fine, but dad is adapting."

"Wait….you're Reed's son?!" I cried out in fake shock, since you know, there was no Franklin Richards in my world.

Franklin nodded, "yeah, I thought this world was similar to yours."

I shook my head, "no, in my world there is no Fantastic Five, it's still Four. And everyone's much...younger? Well, Sue and Reed are like your age, so I'm guessing they are a lot older here, right?"

Franklin nodded, "yeah...you talk as if you know my parents."

I nodded, "in my world I worked for the Baxter foundation, Sue, your mom...God that's weird to say, anyway, she kind off hired me on. I work with my version of your team."

Franklin's eyes widened, "oh, really? That's fascinating."

I scoffed, "you don't believe me do you?"

Franklin chuckled, "no, not really, sorry."

I shrugged, "no problem, here," I took out my phone and looked through my gallery finding a pic of me in costume with the rest of my FF. Johnny and Ben were holding each other's shoulder while Reed held the camera afar thanks to his limbs. Sue and I were in the middle with Sue leaning a little too close to me to be considered normal.

I showed Franklin the picture and the boy's eyes went wide, "holy shit."

I chuckled, "yup. Does this get me an all access pass with Reed or do I like need more proof? I can tell you where Johnny hides his porn collection if you want."

"Ah, no, this ah, this is enough, I think," Franklin groaned, "woah, I never realised they could look this young."

"Yeah, threw me for a spin too," May said with a shrug, "did you know Johnny hit on me? Like I walk in and the first thing he did was say, 'hey babe, how you doing?' So creepy!"

"Wait, uncle Johnny hit on you?" Franklin asked in disbelief.

I snorted, "yeah, he's kind of a horn dog."

Franklin blinked, "okay, I think it's time I brought you inside." I nodded as we followed Franklin inside, crawling up the side of the building as we entered through the veranda doors, now much more high tech looking.

"Okay, this is new," I replied looking around at the lounge. It was much more advanced, high tech boards, advance pieces of tech everywhere. Fancy looking couch that didn't have a wrinkle on them and even a wall sized TV.

"Welcome to the Baxter foundation," Franklin motioned, "we usually have more people working around, but we gave people the day off. A flu's been going around and we didn't want anything to be infected."

I looked around, "my version a lot cooler."

Franklin raised an eyebrow, "does yours have a quantum field generator that can create an impenetrable field?"

"No, but we got 25 boxes of frozen pizza, couches which actually looks comfortable and a foosball table."

"...Okay, that does sound cool."

"When did you get a foosball table?" May asked.

"Oh, after Doom blew out old place up we did some remodeling. Johnny insisted on a foosball table, Sue couldn't take it anymore and said yes," I shrugged.

"Wait, Doom blew you guys up?" Franklin asked as he blinked in disbelief, "that's impossible! Doom's been gone for over 15 years!"

"Different world, different Doom," I shrugged as I growled, "and believe me, if he's anything like your Doom, he's an asshole."

" **Sounds like Doom alright,** " came a familiar rumbling voice as I saw a version of Ben Grimm walk in with a metallic left arm.

"Ben!" I smiled, "damn it's nice to see a friendly face!"

Ben stopped and looked down, " **web head?** "

I chuckled, "ah, no, not exactly."

Franklin quickly caught Ben up who then turned to me with narrowed eyes, " **neah, I don't believe it. You ain't some kid, I know that voice anywhere. It's you isn't Peter?** "

May forze and so did I. But slowly I chuckled, "damn, even in another world I can't seem to hide shit from you," I unlocked my mask and took it off, flashing Ben a smile, "heya Ben."

Ben's eyes went wide, " **kid? B-but how? You look exactly the same!** "

"What's going on here?" Franklin asked defensively, as he took into the sky and his eyes began to glow, "who the hell are you?! Did you trick me?!"

"Woah there Franklin calm down," May stepped up, "this isn't a trick or anything, just let him explain."

I sighed, "I am...I was or rather, in my world, I was Spider-man. The original one. I didn't want to tell you who I really was because the version of me living on this world probably wouldn't want me too. But, since Ben figured it out," I smiled, "sorry for lying Franky, I honestly didn't mean anything by it."

Franklin narrowed his eyes, he turned to Ben, "you know this guy uncle Ben?"

Ben nodded, " **yeah, he's the original web head alright. Though the lack of costume is confusing.** "

I shrugged, "got torn up into pieces, besides, which moron where's spandex as a costume?" I noticed Franklin's costume and sighed, "never mind."

"What's going on here?" came another familiar voice as a blonde haired man walked in followed by a green woman with lines running down her chin. He looked at me and stopped, "P-Pete?"

I grinned, "heya Johnny! Long time so see! Look at you, 40 years old and you still look like a moron. Isn't age supposed make you wise or something?"

Johnny blinked turning to Franklin before back at me. He sighed and rubbed his nose, "time travel or alternate dimension?"

I smiled, "alternate dimension. But I'm the same web head you know. Kind off."

Johnny sighed, "it's never easy with you."

May looked at Johnny and me, "you two are way to relaxed about this."

"You get used to it," we replied as one.

Franklin blinked as he landed next to May, "my family's so weird."

I looked at Johnny and then looked over his shoulder spotting the green skinned woman behind him wearing a purple version of the FF uniform. I blinked, "hey ah Johnny, don't want to alarm you, but the Grinch is behind you and she's wearing your uniform."

Johnny growled, "Peter, that's my wife!"

I blinked, I looked at her and then at him, "she's too pretty for you."

The woman chuckled, "I like him already."

"Peter, meet Lyja, she's a Skrull," Johnny said as she and I shook hands.

"A what? Is that a type of mutant or something?" I asked in fake confusion.

Johnny blinked, "you don't know about the Skrulls? Have they invaded your Earth yet?"

"No….should I be worried?" I asked eyeing Lyja.

"No, no….look, maybe it's time we talked to Reed," Johnny said walking away, "he'll know what to do."

I nodded as we all walked behind him, "so….never could grow that beard huh?"

Lyja smirked, "he tried to. I convinced him otherwise."

"Oh, this I got to hear."

We walked into Reed's lab, surprisingly the same one my version used. Johnny walked in and I was amazed at everything inside. I couldn't even begin to understand what these all did, but then again when it came to Reed he always was a few steps ahead.

" _Johnny, Franklin, Ben, Lyja, what brings you to my lab,_ " a robotic voice asked as I saw an android the size of my waist come floating down. It was grey, it looked like one of those grey aliens people always went on and on about.

I blinked, "Reed?"

The machine looked at me, there was no facial expression, I could only make out surprised by his tone of voice, " _Peter? Is that you?_ "

"Alternate dimension," Johnny explained with one line, "think you can help him?"

Reed looked at me, " _I shall try, please,_ " he motioned me to a table.

I looked at him carefully as I hopped on, placing my helmet aside and waiting as Reed began to waver several different machines around him, each humming away.

"So….you're a robot?" I asked.

Reed nodded, " _indeed. My human body perished, my brain was preserved and is held in this robotic suit._ "

"And….Sue's just like fine with that?" I asked.

Reed stopped for a moment before continuing, " _Sue died trying to save me._ "

I was truly surprised that time, this little detail I didn't know. "What?"

"There was...an accident," Johnny explained, "she saved all of us."

" **Girl had to go be a hero,** " Ben grumbled looking down in sadness.

I blinked, "shit….I'm going to have to my version about not being a hero then."

Reed looked at me, " _you have a Sue Storm where you are from?_ "

I nodded, "yeah, and a Reed Richards and a Ben Grimm and a Johnny Storm. And your doppelganger on my Earth is the reason I'm here. Stupid moron built an inter-dimensional travel machine but made it so easy to hack it took Doom 10 seconds to break into the firewalls."

" _I see. I apologize for his actions,_ " Reed replied coldly.

"Forget it, I learnt a long time ago when dealing with Reed Richards you should forgive and forget. Makes life so much easier that way," I sighed.

Reed nodded. He turned to Spider-girl, " _and what is you relation to Peter?_ "

May blinked in surprise, "ah, I kind of came to his world first. When I was chasing after Spyral, remember? He's the one who helped me come back."

" _I see,_ " Reed replied as he looked at me. He stepped back to his terminal and began typing away.

I turned to Franklin, "you have her hair."

Franklin blinked, "ah, thanks."

I smiled, I took out my phone and snapped a picture of them all, "when I show Sue this she is going to freak out. I can imagine it now, five minutes about how cute her son is and another ten minutes rambling about how unfair it is that her son has better hair then her."

" **Heh, you're Sue sounds like a real firecracker,** " Ben chuckled.

I shrugged, "you're telling me."

"Wait, that's a phone?!" Johnny asked snatching my smartphone out of my hands.

"Hey! Watch it man!"

"This thing looks high tech!" Johnny said looking it over, "touch screen, camera and...hm, this is a much better version than anything we have in the market in our world."

"That's because our timelines are also out of sync," I said grabbing the phone back, "in my world the time is 2012, here it's 2008. Obviously our tech is also different in certain areas."

" _Peter,_ " Reed suddenly spoke up, " _are you currently aware that your cells have been dosed with nearly fatal levels of radiation?_ "

"What?!" May cried out in shock.

Reed pushed a display monitor over, showing his reedings, and in the middle, in big bold words, was one string of words:

 **Blood Toxicity level: 89%**

I sighed, "yeah...I know." The Mutant Spider project was killing me. The only reason I was still alive is because Logan's mutagene allows me to heal the damage the radiation causes. It wasn't...it wasn't fatal, but I was in danger.

"How are you not dead?!" Franklin cried out in shock.

I shrugged, "my body is siphoning out the radiation, I'll be fine."

" _By my calculations, it will take ten months for your body to fully recover,_ " Reed replied, " _but I cannot understand why though. What caused this change in you Peter? It's highly irregular form our own version's powers._ "

"I'm not your version," I replied with a shrug, "my blood has a...unique property. I can adapt the power's of other people if I come into contact with an irradiated aerosol version of their blood. It allows me to adapt their powers, to a certain degree," I looked to May, the girl looking surprised.

"Any power?" Franklin asked curiously.

I shrugged, "as far as I know, yes. But it's sort of like a lottery. I don't get all of the original's powers, and it's usually not in the same manner. It's...not an exact science."

" _I have good news and bad news,_ " Reed's robotic voice cut in.

"Good news?" I asked.

" _You passed through a chrono limited field. Your version of me obviously knew what he was doing. Anyone who passed through his portal machine would automatically return back to their original world. Nothing can stop that._ "

"That's great news!" May cried out, "you can go back no problem!"

"What's the bad news," I asked in a cautious tone.

" _I cannot determine the time you have left remaining. It could be one day, it could be a year._ "

"What?!"

* * *

 **Sorry ti took so lon, was reworking the chapters all day.**

 **Also yes, 982 means May Parker's Earth, and yes, Franklin Richard's DNA and all that. But there's something you all forgot, which I'm honestly kind off disapointed in. Very sad.**

 **Peter Parker...the real one. If anyone is going to kick my SI into shape...**

 **Also...I started a PA;TRON a few months agao and since then it's been down patrons, any ideas on how I can boost my reach? I've been thinking about this all week and have no ideas, what do you guys think?**


	34. The Parkers

"I'm sorry we can't help more," Franklin said as the Fantastic Five, May and I all gathered around the veranda.

"No, you guys have done enough," I sighed, "honestly it's nice to know I'm going back home, eventually."

" _Again, I apologize for not being of more help,_ " came Reed's robotic voice before he turned away and floated back inside.

I eyed him and sighed, "Johnny, Ben, he needs help."

"Ever since Sue did he hasn't been the same," Johnny explained, "and frankly I don't think he ever will be."

" **Relax web head, he has us, he'll be fine.** " Ben shrugged.

I nodded, "right...one of these days you're going to tell me how you lost that arm."

" **Sure kid,** " Ben chuckled.

I turned to Franklin and smiled, holding out my hand which he shaked, "thanks Franky. For everything."

Franklin smiled back, "no problem...Spider-man."

"You could show some more enthusiasm kid," Johnny snorted, "isn't he like your favorite superhero ever?"

"Uncle Johnny!" Franklin cried out blushing a little.

"What?" I asked in surprise.

"Yeah, it's true, while growing up you were Franky's hero," Lyja replied with a soft smile, "he always used to go on and on about how amazing you were."

I smiled as I turned to Frankie, "heh, nice. You want an autograph?"

Franklin blushed as he looked away, "i-if you wouldn't mind."

I chuckled as I took out a pen from May's bag, 'hey!' and signed Franklin's uniform. He insisted. May and I wished them luck as we web swung away. I was kind of embarrassing having my daughter carry around town, but hey, that's what I get.

Suddenly my stomach began growling, "hey May, know any place we can eat?"

"I know just the place! Come on!" May called out as she swung back to Queens, landing on a Dinner named 'Jerry's'.

She then quickly put on her normal clothes over her costume, talking to me as she did, "my dad I and used to come here often, you know the place?"

I shrugged, "can't say I do. But hey, if _I_ thought it was good, what the heck right?"

We climbed down through the back and walked around, entering the place and quickly finding us seats in one corner. We ordered quickly, she got some chicken drums and a salad while I ordered waffles.

"Why waffles?" May asked.

I shrugged, "why not? They way I see it you should never need a reason to have the food you like."

May smiled, "nice logic pops." I smirked, she sighed, "I'm sorry I couldn't help you out more."

"Oh please, it's fine."

"No, it's not. When I came over to your world you found Spyral in a few hours, now I can't even do the same."

I chuckled, "hey, relax May, I'll be fine," I held her hand tight, "knowing my luck though I'll be stuck here for a few weeks, maybe more. So you should feel less sorry for me, and more worried about how you're going to deal with a 16 year old version of your dad."

May's eyes went wide, "oh shit."

I chuckled, "yeah, figured you wouldn't have thought of that. Relax, I'll make sure to stay out of your hair. I can rent a motel or something, shouldn't be a problem."

"No," May snapped, "you can stay with me."

I raised an eyebrow, "I have the cash May, it won't be any trouble."

"Still no," she said adamantly, "like you said, we're family, I'm not just going to let family sleep on the street. You can stay with me."

"And how exactly are you going to explain me to your parents?" I asked with a raised eyebrow.

She shrugged, "hey, I'm sure they wouldn't mind, after all my dad is a version of you."

I smirked, "clever girl. Fine, I'll talk to your dad, see what he thinks about all of this. Should be fine."

"Parker?" someone called out.

May and I both turned, "what?" we asked at the same time only for us to realise what we were doing. I chuckled while May rolled her eyes.

She looked around and spotted the two blonde friends of her from school. "Hey JJ, Brad, what are you guys doing here?"

The one called JJ spoke up with a wide smile, "nothing, we were just in the area, looking for a bite to eat is all."

I raised an eyebrow, "Midtown is twenty blocks away."

"We really like this place," Brad spoke up glaring down at me, "what's it to you?"

I smirked, "kind of defensive there Brady. What's the matter? Scared I'm going to steal May from you?"

Brad immediately blushed, "w-what?!"

I huffed, "honestly May, you can do so much better than these blonde morons. One's way too into his own hair," I looked at JJ, "and the other obviously has issues admitting his feelings."

May put her head down embassered, "please, stop."

I chuckled, "right, sorry. Anyway, you two want to join us? We're having lunch!"

JJ and Brad looked at each other, gulping. Brad spoke up, "yeah."

I smiled, "wonderful!" I made room as JJ sat next to me and Brad next to May. I turned to the three, "so how long has this little love triangle been going on?"

"P-Peter!" May cried out.

I shrugged, "sorry, just curious."

"There's nothing going on," JJ spoke up, "we're just friends."

"Yeah," Brad nodded.

I rolled my eyes, "really? Then why do you two act so defensive?"

"Maybe because some guy we never met just came in and took away our friend without no rhyme or reason?" JJ speculated looking at me then May, "you never even mentioned him May."

May nodded, "yeah he's, he's kind of a distant relation."

I nodded, "yup, way distant. Also, you two really should just admit you like her. I mean you're never going to go anywhere unless you can't even admit that. Believe me, it helps so much."

Brad growled, "what are you? The love guru?"

I shrugged, "no, not really, but something tells me I might end up married to a total babe in the future, so fingers crossed." May groaned as he put her head down in embarrassment. Yes little one, give in to the hate!

We got our orders and Brad and JJ took turns interrogating me. What am I doing here? Why did I come here? What did May and I do when we left school? I obviously never gave them a straight answer.

"And for the last time blond 1 and blonde 2, you both really have taken an uncanny interest in me. Seriously, stop it," I grumbled, finishing off the last of my waffles.

JJ narrowed his eyes, "not until-"

BOOM!

May and I looked at each other immediately, that sounded close, very close. I shook my head, she glared and ignored me.

"I need to go," May said leaping over Brad.

"Where are you going?" Brad asked.

"Family emergency cupcake," she called out as ran out the back.

I sighed, "dammit May," I payed for the meal before leaping over the table and following May outside. I followed her into the alley where we climbed to the dinner's roof and changed her costume.

"It looks like it's coming from a block away," I told her looking at smoke rising into the air a street away.

"Right," May took off her clothes revealing her costume underneath, "I'll go ahead, you stay here. You don't have a costume, so keep yourself hidden."

"But I-" she didn't even listen to me, instead taking off, swinging away. I saw her swinging around a building and disappear. I waited nervously for her to come back, but a few minutes past and she didn't.

I waited, and waited. I couldn't do this, not again. I told myself I wouldn't be this city's damn scapegoat again...and yet….I grew worried. May...is she alright?

Growing too restless to care I took out my tablet and transformed it into it's helmet form, dawning it and leaping across rooftops, it was slower than web swinging, but it got the job done.

I leaped across a few rooftops, I could see smoke rise up a few streets over. 'There!' I realised as I leaped onto a tall building and ran to the edge of the roof, just as a car came flying through the air, over the rooftop and landing on the street on the other side of the building.

'What the fuck?!' I thought to myself as I looked over the edge down on the street. And there I saw it. It was huge, maybe 15 feet tall. Bronze scale covered with draconian arms, legs and head. It's eyes glowed like fire and it looked...deadly.

And standing before him was May Parker, the first superhero I ever loved. The reason I grew my sense of righteousness in the first place. The woman who inspired me, and she was standing alone against this thing.

"Don't do this!" May cried out, "these people are innocent!"

" **No one is innocent!** " he released a powerful laser beam that exploded on the ground before May, throwing her back into a light pole. " **I am the strongest!** " he cried out, " **all will bow before the Dragon King!** "

He reached around and grabbed a car lifting it over his head and throwing i at May. the girl was slowly move, I knew she wouldn't dodge it, she was still out of it.

I didn't realise I was leaping through the air before I was already halfway into the path of the flying car.

"I got you!" I yelled out as I landed before May, grabbing her in my arms before leaping away, just in time for the car to crash behind us in an explosion.

" **Who are you?!** " Dragon king asked as his fiery eyes light up as blast of energy came pouring out.

"Move!" May yelled as we both leaped away from the wall. The laser beams caused the entire wall structure to collapse, the derbies falling down onto the by standing civilians.

"NO!" I cried out, charging forward.

"I got them!" May cried out as she shot out a wide range of webs, creating a net over the civilians to protect them from debris.

"Thank God," I sighed in relief before turning around to face the giant figure before me. I growled, "you bastard!"

SKIT!

My bone claws popped out of my hands shocking May and the Dragon King.

" **You think those claws of yours can stop me?!** " he yelled as he flexed his arms bringing up his own claws, " **mine are bigger!** "

"What the hell are those?!" May cried out, pointing at my stinger.

"Insurance," I growled, "what are his powers?"

"Ah, well, he has super strength, obviously. He's sort of like a golden dragon hulk that can shoot out fire beams."

"Does he have a healing factor?" I asked.

"Ah, I don't think it's any more than normal," Spider-girl guessed.

"Stay back and distract him, web his eyes and nose. And don't worry about me, I have super healing."

"O-okay," May called out.

"Right," I rushed forward at the Dragon King. He looked at me and growled, he raised his fists and brought them down on the road. I leaped away, jumping to a lamp post before kicking off and landing on his back, thrusting both arms into his back, piercing my stingers inside him.

" **ARGH!** " he cried out.

"How's this bitch?!" I pulled out my left hand and reached around his neck, squeezing hard.

May shot out a web line pinning his feet to the ground. She did it over and over again, immobilizing his feet, forcing him to wobble about.

" **Nothing can harm me-** " I moved my right arm into his mouth and pierced his tongue, slicing it off on one sweep. " **SKREE! NOOOO!** "

"Spider-girl! Web his nostrils and throat! Cut him off!" I cried out.

"Right!" May cried as she leaped forward, landing on his chest. I held his mouth open, one arm wrapped around his throat with the other pulling his head back.

May quickly fired off several shots of webs into his nasal cavity and throat, closing it off. He quickly caught on, growling more and more violent. We were forced to leap off the struggling giant, but by then, May's job was done.

I landed behind him and landed on the road. I dashed forward, swiping my claws across his shin, forcing him onto his knees.

"Stay down!" May cried out as she leaped upwards, socking him across the jaw, sending him flying back onto the road.

" **GR!** " he cried out in pain as he struggled to get back on his feet, his arms going for his throat and nose.

"We need to stop him!" Spider-girl cried out.

"It's fine," I replied, "he can't do a thing."

"What do you mean?"

"You webbed up his throat and nostrils remember? His fingers are sharp, but they aren't long enough to reach inside and free himself. He'll suffocate in a few moments, once he's unconscious we can bag him."

Spider-girl stared at the Dragon Emperor as he wobbled around, looking distraught as he clawed at his throat, making no effort to break free. She gulped, "that's cruel."

I sighed, "I know, but if we actually engage him in combat a lot of innocent people will get hurt," I motioned around to the large crowd of people out little fight had gathered, "it's better one crazy man suffers for a while, rather than all these innocent people."

"But still," May said squeezing her hand into fists, "this….this is cruel."

"Sometime you need to be cruel," I saw the golden Dragon look at me in rage, "oh shit!" He roared as he pulled his legs up, breaking May's webbing around his feet. He then looked around desperately like a caged animal and grabbed a car, lifting it over his head and throwing it at us.

"I got this!" May cried out as she shot out two web lines to catch the car like a sling shot, only for a large bulky form to get in her way, landing on the airborne car and crushing it into the ground.

"No! We got this!" the figure called out as I stood up straight. He wore a silver metallic dome shaped helmet on his head, a black muscle shirt with his sleeves cut off and a flannel shirt tied around his hips.

"J2?!" May cried out in surprise.

"Hey Spider-girl, don't worry, I brought the cavalry!" the man smiled.

"Avengers! Assemble!" I heard a familiar cry as I turned around seeing a black and gold version of Tony's suit fly down with a female captain America with a familiar shield in toe.

"What the fuck?" I exclaimed as the woman dropped down and landed besides J2. Suddenly there was a silver blur that came around us stopping next to the new team. She wore a silver spandex costume and had dyed blue and silver hair with black sunglasses.

"J2, we need to contain him, tackle him down!" the gender swapped Captain America called out.

"On it!" J2 yelled out.

"No! Wait!" I cried out leaping in front of the big man, "I have the situation contained! He's going to go down any moment now!"

"Get out of the way kid, let the professionals handle this," the female speedster said with a smirk as suddenly I found myself pushed to the side, she had carried me aside in seconds!

J2 roared as he charged forward, pummeling into the Dragon Emperor. They ran backwards into a car, J2 smashed him downwards over and over.

" _Get back J2, I got this,_ " said the black and Gold wamm be, firing off rockets into the nearly unconscious Dragon Emperor.

J2 stepped away just as the missiles hit, causing a big fiery explosion that rocked the streets. I watched in horror as slowly the silhouette of the monster rose, it threw it's head back and roared, taking a deep breath, sucking in all the smoke around him.

" **I'm free!** " he cried out.

"Not good!" the female Cap cried out, "everyone, get him!"

"No!" I yelled, but they didn't even bother.

They charged him like a bunch of rookies. The black Iron man fired off repulsor beams randomly, trying to tire down the Dragon Emperor. J2 tackled him into buildings and cars while the speedster, to her credit, got people out of the way.

"Those idiots!" May cried out, "Spider, we need to help the civilians out!"

I made myself look away, "r-right." I followed May's lead as we went into the crowd. May created a giant web around the civilians, protecting the people from falling debris.

When these so called Avengers were done that entier street looked like a war zone. Building destroyed, people hurt. May and I did our best, she used our webs to bangae people's wounds. Luckily no one was too badly hurt.

"They did it! The Avengers saved us!" someone cried out. People began to swarm the team who now stood triumphantly over an unconscious Dragon Emperor.

They smiled and waved, "you gaves are lucky we happened to come around!" J2 said with a grin, flashing a smile for the cameras.

"Can I have an autograph?" someone cried out, it was an old woman with a bandaged arm. She got hurt when J2 ploughed the monster into a building. But she didn't care. But I did.

I growled as I walked up to them, pushing past the people. May noticed me and quickly followed, "what do you think you're doing?"

"I'm going to give them a piece of my mind," I growled out.

"Spider don't, they didn't-"

"-You morons!" I roared out as I tore through the civilian crowds standing before them with clenched fist.

The 'Avengers' spotted me, looking confused as May quickly followed. "Who's your friend there Spider?" the female speedster asked.

"Ah, he's-"

"-I'm Spider-man," I growled, "and would you four mind explaining to me what the hell you were doing?!"

"Woah there little guy," J2 said as he stepped up, "no need to get loud."

"Do you have any idea what you just did?!" I cried out, "we had that situation handled! He would have been unconscious in seconds! And then you four morons had to show up and destroy have the street!"

"Hey who the hell are you buddy?!" a random civilian cried out.

"They are the Avengers'! They saved us!" cried out another.

"No, they destroyed half a city block!" I roared, "look around!" I pointed at a collapsed building, "you think that shit would have happened if it wasn't for them?!"

" _And what brilliant plan did you have to stop him?_ " asked the iron wannabe.

I looked at him and growled, "Spider-girl had shot webbing into his throat and nostrils. His fingers were too big and short to reach in and rip the webbing out. He would have suffocated and fainted. And he was seconds away from going unconscious, until you decided to blow missiles up on his face, burning the fucking webbing!"

The people looked around, whispering to each other. The 'Avengers' looked at each other in surprise, not really knowing what to say.

I turned to the female version of Captain America, "you, who the hell are you supposed to be? Steve's clone? Cousin? Daughter?"

"I-I'm American Dream. I sort just took on the title," she said nervously.

"Figures," I scoffed, "you lack his battle tactics and frankly common sense. Do me a favour girl, learn to lead before you charge into New York with a freaking tank!"

"Hey! You can't talk to her like that!" J2 cried out stepping before American Dream who hangs her head.

"The hell I can't!" I yelled back, "do you four think this is a fucking game?! Do you even think before you act?!"

"Of course we do!" J2 cried out.

"Obviously you don't," I pointed at the crashed cars around me, "you could have jumped on the Dragon Emperor and knocked him down, but nooo, you had to make an entrance and show off! Kid, if you're anything like the real Juggernaut, you have potential to be a machine of destruction, so fucking use some goddamn common sense!"

I turned to the black Ironman, "and you. This isn't a war zone, you can't just randomly fire missiles like that! What if the giant golden lizard had thrown it aside? What if one had landed into a group of civilians instead?!"

" _Impossible, my armour won't ever make that mistake,_ " the guy shot back.

"Technology isn't perfect," I growled out.

" _Mine is._ "

I looked at him with narrowed eyes. "Sexy, hack and disable his armour."

" _Understood sir._ "

"Woah, what was that?" the female speedster asked as suddenly the Ironman wannabe began to twitch.

"W-what's _happening_?!" he cried out as suddenly he slipped over, " _my armour isn't moving!_ "

"There, techonology hacked. Thanks Sexy," I spoke out.

" _You're welcome,_ " came her reply.

I turned to the 'Avengers', "I used to be an Avenger, the originals. And I know how it feels having that title. They way people look up to you and all that shit. But, you people are a bunch of jokes. You use the name as a crutch to act like idiots! This isn't a game, so act like it!"

I turned back back on them and looked at May, "we need to go." She didn't say anything, but nodded slowly as she looked back at her...friends? Damn it, I just insulted her friends...again.

As May swung away I followed behind, leaping through roof tops. I looked back to see the 'Avengers' looking defeated. Mainframe got his suit back online, but didn't seem to follow. Hm, something's off about that guy.

We made our way over to a building as May landed there, I quickly followed. I sighed as I walked up to her, "are you okay? Did you get hurt?"

"I'm fine," May replied, "it's just….you're a little harsh on them."

I sighed, "if their feelings get hurt because of a few words then they aren't ready for this life May."

"But still-"

"-But nothing," I snapped, "they were reckless and endangered lives. I'm sorry, I know they are your friends, but they are morons if they think they can just charge into battle like that without a plan. I know this might be new for them, but if they are going to call themselves Avengers there is no room for them to make mistakes, ever."

And damn them for not showing up sooner. If they had...I wouldn't have had to step. I told myself I wouldn't fight again but now….

May sighed, "yeah...I guess. My dad actually said the same thing."

I rolled my eyes, "well duh, I just said that didn't I?"

"Not you, I meant...argh, you know what I mean," she sighed.

I nodded. We stood there in silence for a while before I sighed, "hey, you want me to give you some tips of kicking bad guy butt?"

May looked at me and nodded, "yeah, I need to let off some steam."

And we did just that. Till the late hours of the night we were out fighting. May eventually got into a better mood as I should her a few tricks of the trade, like laying down web traps for criminals to bumble into, or giving them a wedgie. Surprised she didn't know how to do that.

May did all the ass kicking though, I took on a strict onlooker role. I refused to be a fucking hero again, especially for something like street crime. Dragon emperor was the only exception I would allow myself.

Finally though it was time to go home. And both May and I were nervous. She changed into her civilian clothes and walked up to May's house, or my house if we were being technical about it.

May gulped, "this is going to be so weird."

I chuckled, "you're telling me. I wonder if I'm still hot after all these years."

"Dude, seriously, stop," May groaned. We made it to her house and spotted a car outside on the curve. She sighed, "dad's home too, yay."

"Relax, it'll be fine."

We walked up to the door, May walked in and called out, "I'm home! And I have company!"

"In the dining room dear!" came a familiar voice that sounded older. I blinked, 'holy shit, I almost forgot about MJ!'

We walked in and found an older looking couple sitting around a dining table, my dining table. The man had brown hair slicked back with hints of grey near the temples. He had a goatee and looked very tired, lines running down his face showed he spent a lot of his years frowning, not exactly what I hope to one day look like.

The woman on the other hand looked hot, like super hot. MILF hot. Like oh my God please let me one day be married to her hot. MJ grew only sexier with age, her facial lines made her seem more calm and controlled, she still looked gorgeous though, unsurprisingly.

"Ah May, we need to talk about," future me looked up and stopped mid-sentence as his eyes landed on me, "what the heck is going on?"

"Peter, what are you," MJ stopped as well as she stared at me, "P-Peter? What's going on?"

"Ah, mom, dad...this is ah," May looked at me, "well..." I smirked, time for some fun! I've been thinking of this moment all day!

"-Daddy!" I cried out rushing towards Peter, hugging him tightly, "I missed you daddy!"

"What?!" Peter and MJ cried out in horror.

"Peter! Stop it!" May growled out.

"Daddy! Big sister May is mean! Can't you tell her to stop?" I asked putting on my best puppy dog eyes, "also, when are you and mommy getting back together?"

"W-what?" older Peter asked in terror, "who are you?!"

"I'm your son!" I smirked, "I'm Ben Hardy! Son of Spiderman and Blackcat!"

"What?!" again, both Peter and MJ screamed.

"Alright, that's enough!" May grabbed my by the ear and pulled me off her dad, "you are so annoying! Did you have to do that?!"

I laughed, "sorry, I could' help it! It was so easy! Plus he looked like he had a stick up his ass, no future version of me should look like that!"

"May what is going on here?!" future Peter cried out getting on his feet, "who is this?"

May sighed, "dad….this is Peter Parker. He's you from another dimension."

I smiled and waved, "heya! Sorry about the little heart attack there, couldn't help it!"

MJ rubbed her temples, "I swear Tiger, everyday it's something else."

Peter blinked, "so you're not my son?"

"Nope. Clever lie."

"Clone?"

"No. Well, even if I was I don't think I would know, but yeah, definitely not a clone."

"Sigh, remember that time I went after Spyral?" May spoke up.

"Yes..." MJ trialed off.

"Well, I ended up landing on his dimension. He helped me get back home. Now he's stuck here and I figured we could give him a place to crash for a few days."

"I-I see," MJ said before looking at me, "he really does look like a younger version of you Peter."

"Maybe," he squinted his eyes at me, "how do we know you're not lying?"

I blinked, "well...you like Felicia's breasts but you always thought her butt was three times better. You think Liz Allen was hot, but extremely annoying for your taste. You always wondered why Shocker gave himself that stupid name when his powers are based on vibrations. But when you realise the Vibrator sounds like a dildo. Oh and you also think Sue Storm is super hot, but you're too scared of Reed, Johnny and Ben to mention anything."

Future Peter looked horrified, "my daughter's right there!"

I blinked and turned to May, "yeah, about that, can't you like ge her a better costume or something? Honestly man, you want your teenage daughter jumping around New York in skin tight spandex?"

"Yup, he's you alright," MJ said as she rubbed her temples.

I grinned, "hey MJ, huh, guess in some world we do end up together huh?"

MJ blinked, "you aren't with me in your world?"

I shook my head, "no, we're just friends. But honestly if this is how you're going to look in 20 years I'm totally changing my mind."

"Was I really this annoying?" future Peter asked with a groan.

"Yes," came MJ's sharp reply.

We all sat down around the dining table as I told them my story. How my Reed created a portal that sent me here and how I would automatically return home, but no idea when that would happen.

"So you need a place to stay?" future Peter asked.

I nodded, "yeah, just for a few days, hopefully. I have cash, so you don't have to worry about that. Honestly I would be able to make due living in a motel, but May insisted."

"She was right too," MJ spoke up flashing her daughter a smile, "you're family after all."

"From another world," future Peter corrected.

"But still family," MJ glared at her husband, "you can stay for as long as you want ah...Peter."

I smiled, "call me Bruce Wayne, it's a lot less confusing. Don't want to accidentally call me honey bunny or something."

MJ chuckled, "yup Tiger, he's definitely a younger version of you."

I smiled, "yup, anyway, I have to say, all this is kind of surprising," I looked around, "didn't think you would still be living here of all places."

"I got it after aunt May died," future Peter explained, "is she...is she still alive in your world?"

I nodded, "yeah, her, uncle Ben and dad. They're all alive."

"What?!" Peter's eyes went wide in surprise along with MJ's.

I nodded as I took out my phone and opened the gallery. I showed a picture of me with the entire Parker household and showed it Peter, "yeah, May told me he's dead in your world?"

"H-he is," Peter gulped, eyes slowly watering, "how?"

I raised an eyebrow, "how what?"

"W-when I first became Spider-man I was irresponsible with my powers. Use it to gain attention for myself and money. That indirectly caused uncle Ben's death."

I blinked, "damn...I'm sorry to hear that Pete...I...when I got my powers I didn't even actually want to be a superhero."

MJ gasped, "a Peter Parker that didn't want to be a hero? Now I've seen everything."

"It's true," I nodded, "I...I was scared. It wasn't an appealing life really. I figured I could do a lot more good with any tech I build, making the world a better place once step at a time. But then….MJ changed my mind."

"She did?" MJ asked in surprise, "how?"

"She told me that heroes were needed, that people need something to believe in," I sighed, "we actually went out on a date, but at the end the Hulk kind of crashed it by dropping into Harlem and fighting Abomination. I saw so many people hurt...I just knew I had to do something to help. So...I became Spider-man."

MJ and Peter looked at each other. The redhead sighed, "all these years I wanted to keep you away from that life, I'm surprised to find there's a version of you out there that became Spider-man because of me Tiger."

Peter sighed too, "I know….and...your father? How is he still alive?"

I sighed hard, "he and mom were scientist...is it the same in your world?"

Peter shook his head, "no, they were agents of SHIELD, they died on a mission."

May gasped, "dad...I didn't know that! Is everyone in my family a badass!?"

MJ smiled, "you betcha kiddo!"

I nodded, "well, it's something similar with me. My mom and dad were working on recreating the super soldier serum that gave Steve his powers. They succeeded, but they later found out they were actually working for HYDRA. They ran, but HYDRA caught them. My dad was taken in alive, but my mom….she committed suicide in order to insure the formula would never reach their hands. My dad didn't know the whole formula, the only physical sample they made they inserted into me. When that spider bite me it activated the formula, mutating it into giving me my powers. Same with you?"

Peter blinked, "no….they just died for being spies. They came back at one point, but they were just androids."

I groaned, "fucking hate that trick….having my dad back is weird...but, I think I'm finally getting used to it."

Peter smiled, "it's funny, when I was your age I always wondered what it would be like to have my parents and Ben back...and you know."

I chuckled, "yeah, guess so….you know, if you want, I can bring him a message," I offered. This was Peter Parker, the real one. Not a fake taking his place and taking the love of his father. No...it wasn't fair. This is the least I can do to make it up.

Peter smiled, "no, I'm over it. I have another family to look after now," he smiled at May and MJ, "I'm content."

I smiled, "I have to say, I never imagined I would ever become so...normal," I chuckled.

"I'm sure you find it difficult imagining a life without the webs. But you will," Peter smiled back, "being a hero is a great responsibility, but now I got a bigger responsibility," he turned to May, "that trumps everything else I could ever be."

I snorted, "believe me, giving up the webs won't be that hard," MJ and May just chuckled, but Pater narrowed his eyes in suspicion.

I cleared my throat, "anyway, what I'm really having a hard time getting over is the fact that MJ and I got together."

MJ smiled, "why? Who did you think you would end up marrying?"

I shrugged, "Felicia."

MJ's eyes went wide as Peter coughed in surprise, "you and Felicia are going out?!" he asked in disbelief.

"Were," I sighed, "we broke up."

Peter blinked, "why?"

"She broke her father out of prison and became a fugitive on SHIELD's shit list. Obviously she couldn't stay with me…." I grumbled, "look I don't want to talk about it."

"Right," May said getting up, "I don't know about you guys, but today has been weird enough, first my dad from another world showed up, made fun of my friends, insulted the Avengers and is now in my house."

I snorted, "oh please, those wannabe's don't deserve to be called Avengers. They're reckless, and yes, I understand how ironic it is that I'm saying that."

"You're not wrong," Peter said with a chuckle, "those kids have no idea what they are doing."

"Ah! I'm surrounded by judgemental people!" May cried out as she walked away to the stairs, "I'm going to bed."

I blinked, "really? It's so soon."

"It's been a long day!" she yelled back going upstairs.

I chuckled as I turned to MJ and Peter, "5 bucks says she's going to sneak out dressed up."

Peter shook her head, "probably. So that was you today fighting Dragon Emperor?"

I nodded, "yeah...May and I had the situation handled, but then the Avenging morons came in and mucked everything up."

"I can understand your frustration. So...what are you going to do? Just wait to be flung back home?"

I shrugged, "that's the plan. There's nothing else for me to do.."

Peter nodded, "hm, I see." We talked into the night, telling him about my life. Honestly I was excited, this was Peter Parker, the real one. I was so excited to finally meeting my idol. My hero, so in order to impress him I told him everything I felt comfortable telling him.

"So Fury recruited you?" Peter asked surprised, "damn, that's surprising."

I nodded, "you're telling me. One night, bam! He's there and I'm staring at this dude who's sprouting out something about Avengers."

MJ nodded, "still, trained by the Black Widow, impressive."

I shrugged, "Fury didn't want me to be out there untrained. He figured I was safer under his eye than out there wild."

Peter chuckled, "I wish I had that chance. I can only imagine what you know."

I leaned back, "yeah, I guess...but, in the end, it just wasn't worth it."

Peter and MJ looked at me. Peter cleared his throat and spoke, "what happened?"

I looked up, "what do you mean?"

"I've had that exact look on my face many times before," Peter explained, "and that was when I was getting ready to give up. And from what you said earlier...you stopped didn't you? You stopped being spider-man."

I snorted, "figured I couldn't hide it from you...yeah, I did. I gave up the webs. That's why I don't have my costume or shooters on me."

"What about the helmet?" MJ asked.

I took out my red tablet and expanded it into the helmet, "a prototype I was working on for super heros, heroes other than me. I just had it on me when I was sucked in here….it was a coincidence really."

"Then why did you step in to help May?" Peter asked.

I looked at him, "what else should I have done? Let my daughter die?"

MJ and Peter were silent. They looked at each, MJ motioning to me. Peter sighed, "listen...Peter. I've been where you have been before...I understand what you're feeling. But...running away from your problems will never solve anything."

I narrowed my eyes, "what do you know? Did you nearly die at the age of sixteen? Did your life flash before you as a mad man stood over your corpse ready to end you as easily as he breathed?"

Peter was silent. And then he got up and pulled up his pant leg showing his metallic peg leg, "yes Peter, I have. Many more times than I care to count."

"Then why the hell should I do the same?" I asked him, "if you were me, what would you do? What would you do if you lost the reason to put on that mask? What would you do if you lost the will to fight?"

MJ looked at me and smiled, "that's good."

My eyes widened, "what?"

"If you lost the will to fight, then you can simply find it again. Believe me Peter, if you're anything like my husband, you won't let something like a near death experience stop you," she smiled, "you'll find a way, you always do honey."

I blushed, "P-Peter, I think you're wife is hitting on me."

Peter chuckled, "don't get cocky kid. She's mine, get your own."

MJ rolled her eyes, "you both are exactly the same."

I smiled, thought slowly it melted away. I sighed, "look….I just can't anymore. I used to say to myself that the reason I fought was to protect people. But then...Doom nearly killed and I couldn't stand the sight of the costume. I just….I just can't is all."

Peter nodded, "I understand Peter...come on, I'll show you where you can stay." I followed him, waving MJ goodnight.

Peter showed me to the attic, lucky for me they still maintained the place, even if no one lived there. We spoke for a while, he was curious about my life. And then, he wished me a good night and closed the attic door behind him.

I sat on the bed and looked around. There were several neatly sealed boxes pushed onto one corner and a table with an old computer and a chemistry set. It looked like...something I would use...no, not me. Peter Parker.

I walked up to the table and looked the instruments over, they each had the stain of chemicals on their glass walls, each a visibly different cover. This must be where Pater made his web fluids, strange, it all seems so...complicated.

I then noticed a trunk under the table, it was unmarked, unlike every other box in this damn attic this one was locked. Luckily for me, my metal manipulation allowed me to be a great lockpicker.

I pulled the trunk out and grabbed the lock, feeling it's metallic components in it's structure, using my powers to open it up with a quick snap. I took the lock out and threw the truck open, revealing a red and blue costume that looked awfully familiar.

I picked it up and looked at it under the attic night light. It was old, and covered with stitches. Whoever stitched it knew what they were doing, they made it in such a way the stitches matched the way the webs moved, making it a part of the costume.

As I pulled the costume out I noticed two metallic bracelets underneath it along with various other toys and gadgets. These were his gear, his tools. I bent down and picked up the mask underneath it all, and out came the classic red mask with sharp glass eyes that seemed to be both serious and charming at the same time.

"I see it didn't take you long to stick your nose where it doesn't belong," I turned to see Peter leaning besides the wall with a smile on his face and blankets tucked under his arms.

"I'm you, technically it's mine," I responded.

"And I thought you said you wouldn't pick up the costume ever again," he chuckled as he placed the sheets on the bed, "here, I thought you would need it."

"Thanks," I put the costume away and shut the trunk before kicking it under the table, "sorry."

"You can use it if you want," he told me with a shrug, "I'm not using it and May has her own costume, so I wouldn't mind. Thing needs to be worn, not thrown away and hidden like a shameful secret."

I sat down on the bed, "why...why did you stop?" I asked him.

He looked me over and sighed, sitting down next to me, "May told me in your world you don't have a Green Goblin, yes?"

I nodded, "yeah but...I mean I just started. I have only been Spider-man for around a year."

"So you might face him one day," Peter sighed, "he was….he is my greatest enemy. He's a genius that acts the fool so that you would underestimate him before he split your head open like a coconut. He...he was a monster."

"Did you kill him?" I asked.

Peter looked at me, "yes….I did."

I looked down at the trunk, "is that why you gave it up? Guilt?"

"No, no, I dealt with the guilt a long time ago. Spider-man was a responsibility I had...but then I came upon an even bigger responsibility and soon the risks just didn't seem to be worth it."

"And what was this new responsibility?" I asked.

He smiled as he walked away, "being a parent….But for you...you have a responsibility towards the power you possess. That costume means something to people, not just you. Think about that. I'll see you tomorrow Peter," he shut the door behind him.

He might be broken physically, but I can see the same spark that dove me to jump around and save people's lives inside him, even now.

Was this the difference between the real Peter Parker and me? The guy who refused to give up and a cheap imitation? Maybe, but then again, I never never had any business taking on that title did I?

But as I slept away that night Peter's words haunted me, 'anything that is broken, can be fixed.' It was strange, that was almost exactly what Charles told me word for word.

* * *

 **So I'm going to have the SI be in this dimention for a few chapters, maybe have hom come back to his Earth in chapter 40 or something. Until then, he's going to be working here with the Parker family!**

 **Also...that Infinty war trailer...so good. I feel happy and tingly inside. I can't wait for it! I so hope they don't kill Peter Parker just because they already set up Miles in that world. That would suck.**

 **And again, ;Patr;on; any suggestions you guys?**


	35. Re-spin the Webs

I woke up early the next day and walked down to find Peter and MJ already sitting at the dining table. MJ was fixing up a plate of pancakes while Peter read the newspaper.

I chuckled aloud gaining their attention. Peter raised an eyebrow, "what's so funny?"

"I never imagined I could ever do the whole perfect family thing," I smiled, "mom cooks breakfast while the dad reads the newspaper. Looks so perfect."

MJ smiled, "yeah, this is what your life's going to be one day."

"No offence, but no way," I shivered, "there's no way I would ever have that ugly goatee."

"What? You don't like the goatee?" Peter asked shocked.

"No, who are you trying to be? Tony Stark?" I scoffed, "now a full beard, that would be badass. Can you imagine it? Chicks would dig the beard!"

MJ chuckled as she leaned down and kissed Peter's cheek, "I prefer the goatee, that way I don't feel like I'm kissing a porcupine," Peter smiled winking at me.

I threw my hands up, "whatever. As far as I'm concerned this is version of my life that might not even happen."

"Why do you think that?" Peter asked.

"I've been thinking a lot about what you said last night. A greater responsibility. So, if I'm not going to be Spider-man, I honestly don't know what I should do," I replied sitting down.

Peter raised an eyebrow as he sighed and put his paper away. "Let me give you some ideas Pete, the future isn't set in stone, it never is. The world needs people like you in it, so, whatever you do, remember, with great power, comes great responsibility."

I snorted, "when did I get so sagely?"

Peter smiled, holding MJ's hand, "I think it was a few weeks after I met her"

MJ chuckled, "so are you saying all he needs is a good woman to set him straight?"

Peter chuckled, "maybe," he turned to me, "do you Peter?"

I looked away, a memory of Felicia in my head, "yeah, I did. Felicia Hardy."

MJ humned, "were you close?"

I shrugged, I took out my phone and showed the pic I took on our first date, "we were. She's was actually my best friend. We fought crime together, took classes together… I'm guessing you don't have the same relationship?"

Peter and MJ looked at the picture as the former shook his head, "no. I didn't meet her until I finished college and was few years into my superhero career. I stopped her trying to rob a jewelry store."

I chuckled, "same. And then when Felicia Hardy walked into my classroom the next day I knew that she was the Black Cat. And then shit happened, blah blah blah...what happened to your Felicia?"

Peter passed me the phone, "she married Flash and had a kid. But she-"

"-She what?!" I cried out, completely shocked. I did love May's stories, but I never did read them all, obviously I missed a few critical issues, "she married Flash Thompson?!"

MJ blinked, "yes?"

I gaped, "fuck me! How?! She married that moron?! That bullying pieces of shit?!"

Peter chuckled, "oh, right, I forgot, he still bullies you doesn't he?"

I scoffed, "he tries. I use big words to confuse him and so he kind of just stays away."

"Well Flash eventually becomes a very good friend," Peter explained as he sipped his coffee.

I blinked, "you're joking."

"No," MJ smiled, "they actually go out for drinks once in awhile." She placed three plates filled with pancakes on the table, "I swear, you spiders and your appetite."

I grumbled, "that's it, this reality is messed up. I have a goatee, end up with MJ, Felicia married a moron and apparently he and I become best friends. "

Peter chuckled, "don't worry, you'll get used to it."

"No way man, Flash's nothing more than a bully, there's no way I'm ever going to be his friend!"

MJ laughed, "give it time Tiger." I grumbled.

Just then May can down and stopped me and blinked, "oh, right, damn I was hoping yesterday was a really messed up dream."

"Sorry kiddo," Peter chuckled.

I smiled, turning to Peter and MJ, "hey, since I'm technically her dad, can I like ground her?"

"No," May said.

"Yes," MJ smiled.

"Mom!"

"What? He's technically your dad," she chuckled.

We all chuckled, May just grumbled, rolling her eyes at me. We sat down for breakfast and May turned to me, "so what are you going to do today?"

I blinked, "what do you mean?"

May shrugged, "I mean what are you going to do? You can't just sit here all day can you?"

I hummed, "I guess...well I honestly don't know."

"You should go to school," Peter suggested with a smile.

"What?!" May and I cried out at once.

"It doesn't matter if you are in another world, school is good for you, it's important."

I scoffed, "I don't know about you future me, but I work with Reed Richards and Susan Storm in the Baxter building for a living, I doubt school can teach me things I don't already know."

Peter raised an eyebrow, "you work at the Baxter building?"

"Yup! Even have a few patents under my name!"

"Oh...do you have a degree?"

I blinked, "no..."

"Then you need to go to school."

"Dad are you crazy?! Can you imagine what will happen to a social life a sixteen year old version of my dad joins up?!" May yelled before groaning, "my life doesn't make any sense."

Peter chuckled, "sorry May, but trust me, you'll get used to it. Now," he turned to me, "you need something to do yes? I don't think Ben would approve of you just sitting here lazing around."

"Hey! Why don't I follow you around? I mean we may end up with the same job, so why shouldn't I shadow you? What do you say?"

Peter sighed, "you can, but you need an education Peter, no matter what you think otherwise."

I grumbled, "you sound just like Richard."

Peter raised an eyebrow, "really? Smart man. Now, give me a few days and I'll set it up, won't be too much of a hassle."

"B-but...please! Anything but school! Come on man! Be cool!" I begged.

Peter winked, "sorry Pete, you know what we say, with great power-"

"-Comes great responsibility," MJ, May and I all groaned.

"Exactly. Now, do you have a name you go by? Something other than Peter Parker?"

I groaned, "yeah...Bruce, Bruce Wayne."

"Good. It'll be done in a few days."

May banged her head against her table, "this is a living nightmare."

I did the same, "with any luck, my time will run out and I won't have to deal with this nightmare again."

 **Two days later:**

I'll give Peter this, it took him two days to fabricate an identity for me, working for the cops must have it's perks. Plus being a genius probably helped too.

"I hate this," May grumbled.

I sighed, "I'm not a fan of their either. I fucking hate high school!"

May blinked, "dude! Watch your mouth! I'm your daughter!"

I rolled my eyes, "put a sock in it. And besides, I have all the right to complain!"

"Why? I'm the one who has to go to school with my dad!" she hissed as we came up on the school.

"Yeah? Well I'm the one who crossed the dimensional barrier and still ended up having to go to the same boring school, which I already hate! Can you imagine? It's like you finally defeat a game boss only to realise you have to start all over again!"

May shrugged, "don't know anything about that," she sighed as we walked into the oh so familiar double doors, "listen don't...don't cause any trouble, okay? Please, just...keep a low profile."

I smirked, "well I was planning on torturing you by making fun of you before your friends but...fine, I'll be good. Promise."

May smiled, "thanks...Bruce."

I smiled, yup, I love the sound of that. "May! Girl, over here!" a young black teenager with short pixie cut hair waved at May, a bright smile on her face as she approached us, "hey, running kind of late huh? I've been looking everywhere for you girl! What's the deal?"

"Hey Dani," May smiled, "I was just showing my cousin around," she turned and motioned at me, "this is Bruce Wayne, he's my uncle's kid."

"I didn't know you had a cousin May!" Dani smiled at me, extending her hand, hey, I'm Danida Kirby, but everyone calls me Dani!"

I smirked, "Bruce Wayne. So, what dirt can I get on my dear cousin?"

"Bruce! You promised!" May hissed.

I blinked, "oh, right, almost forgot! Sorry, forget I said anything."

Dani chuckled, "funny. So how long are you going to be in town Bruce?"

"I...I not really sure," I sighed, "life's a mess, so I'm just here until everything sorts itself out you know?"

Dani nodded, "I can get that. So, since May already showed you around you know everything yeah?"

I nodded, "yup!"

"So what's your first period?"

"AP chemistry," I smiled.

"Cool! I'll walk you to class! Mine's just a few doors down anyway," Dani smiled when May suddenly pulled her aside and hissed in her ear.

"Your class is in another building!" she was quiet, but my enhanced hearing picked it up.

Dani smiled and whispered back, "I know," she winked at May before pulling me by the arm, "now come on Bruce, you can tell me all about May growing up."

I chuckled, "there isn't really much to say..."

I spent the entire day avoiding people, I wasn't going to be here for long, so as far as I was concerned I was surrounded by ghosts.

I met more of May's friend's at lunch. The two blondes with a crush on her seemed hostile, obviously. There was an asian nerd, a strong moron, a duffy looking chick, Dani and an asian cutie names Nancy, though she seemed to hate my guts the moment she saw me.

"So, you're the famous Bruce Wayne," Nancy said narrowing her eyes at me.

I blinked, "famous? How? I only just got here!"

"Yeah, but May's pretty famous around here," Dani said with a wink, "she's the star of the basketball team and...well, hot."

"You can say that again," Brad chuckled.

Immediately Nancy looked at the boy and glared. He saw her glare and immediately looked away, ashamed. Nancy turned to me, "she never mentioned you."

I shrugged, "she never mentioned you either."

Nancy growled, "what's that supposed to mean?"

"It means we don't talk," I smiled, "her dad and mine...didn't really get along. You can even say they came from different worlds," que an epic eye roll from May, "so May and I never got together for chats all that often."

"Hm, so Peter, you interested in sports?" Brad asked.

I shook my head, "neah, sports are boring. I'm more of a man of science myself."

"So...you're a nerd," Yama, the asian wimpy kid, said with a snort.

I nodded, "yup. I'm a huge nerd. Got a problem with that?"

"No," he replied quickly.

I smiled, "good. Now, why don't you guys tell me a little about yourselves?"

The conversations were so boring, typical teenage drama. May participated actively, I'm honestly surprised she hasn't moved past this part of her life yet. But then again she isn't my kid, it must be the MJ in her.

The end of school couldn't come fast enough for me. May and her friends invited me to hang out after school, and since I really didn't have anything better to do, I accepted.

 **A few hours later:**

I groaned, "why did I agree to this?"

"Oh shut it Bruce," May said with a chuckle, throwing a top onto the ever growing pile of clothes on my arms, "you get to spend the with three beautiful women! You should be happy!"

Nancy grunted as she walked away while Dani smiled, winking at me. I smiled at the girl, "well, maybe you're not wrong...but do you have to get so much?!"

"Yeah, we're girls," Nancy snorted throwing a shirt on my head, "we tend to wear more than just a pair of jeans and a crappy ironic shirt of a retro superhero."

I glared at the girl, "hey! They ran out of Spider-man shirts okay!"

"Oh, you a Spidey fan Bruce?" Dani asked.

I smirked, "I am...I mean, I was," I shrugged, "but now I think he's kind of over rated."

"Damn straight! Cause now there's Spider-girl in the house!" Dani cheered, much to May's quiet joy.

We took over an hour to finish shopping and but then it was nearing nine in the evening. We walked out of the store just as they were shutting down. And as the only guy in the group I was elected to carry all shopping bags. Yay, feminism.

I grumbled as was walked down the road to the train station, "why can't we just take a damn cab?"

"I live in the Bronx," Dani shrugged, "it's safer for me to take the train."

"Wait, if you live in the Bronx, why do you come to school in Queens?" I asked.

Dani smiled, "Midtown high has the best basketball team and the best science department in the city, so the fifteen minute journey is totally worth it."

"Yeah," Nancy huffed, "I'm from Northern Queens, so Penbrooke would be easier for me, but Midtown has the best basketball team, so here I am."

I whistled, "I didn't realise Midtown high's sports teams were that good."

"Yeah they are," Dani nodded, "in fact it's thanks to coach Flash it happened. His first year he managed to take everyone to the finals! He's been knocking it out of the park ever since."

I grumbled, "Flash huh, how nice."

"You have a probably with Coach Flash?" Nancy raised an eyebrow.

I grumbled, "no...well, it's complicated. I-"

"-Stop," came a dead cold voice as suddenly a white man dressed in a black hood came out of the shadowy alley holding a knife in his hands, "give me all your cash and you won't get hurt."

"Kya!" Nancy shrieked as she moved back in fear, I dropped the bags immediately and stepped forward, May grabbing her friends and pulling them behind her for safety.

"Hey now man, you don't have to do anything risky okay," I said slowly holding up my hands.

"Give me your fuckign wallet!" he cried out.

"Alright," I said, "I'm just going to reach into my jeans and take it out okay," he looked jumpy, scared, nervous, first timer, figures.

I looked back, "May, keep them safe," she nodded, not questioning my orders. I slowly reached into my pocket and took out my wallet, displaying it to him, "here, see, wallet. Just take it, we don't want any trouble."

The man looked at the wallet, he reached forward, I tossed the wallet, he came to grab it, I was about to leap kick his fucking jaw off when suddenly, "oh no you don't!"

We all turned and looked up to see a figured in red and blue come swinging down on a rope, double kicking the crook in the gut, sending him flying into a building's side, knocked unconscious.

"Yeah! Scarlet spider for the win!" she cheered landing before us doing a little dance, "that's why you don't mess with the Spider! Yeah!" she paused, slowly turning around and realizing we were all staring at her, "ah...you alright citizens?"

I looked her over, she was clearly a woman, that ass and legs gave it away. She was dressed in a skin tight red costume with a blue hoodie on with a spider stitched on the front.

I blinked in surprise, 'isn't that Ben Reilly's Scarlet Spider costume? What the shit?!' "Ah, who are you supposed to be?"

She struck a superhero pose, "I'm the Scarlet Spider!"

I looked her over, legs went on for miles, ass that you could bounce a quarter off of, and a great physique. I groaned, I found myself forgetting a large part of May Parker's life in the comic books, it's been over a year since I last read a comic book, obviously some things became foggy. But I know this woman before me was apparently important in some way.

I blinked, "how many spiders themed heroes exist in this town?"

"Ah, two I think" Scarlet chuckled rubbing her neck, looking over my shoulder to notice May and the others, "are you guys okay?"

"Y-yeah, thank you," Dani nodded.

"No problem!" she said enthusiastically before looking around and picking up my wallet that the criminal had dropped when she double kicked him. "Here, I think this belongs to you cutie," she said handing the wallet over to me.

I blinked, taking it from her, "ah...thanks, I guess."

"Right," she said nervously, "so...bye I guess!" she turned around and leaped onto of the fire escape, climbing up to the roof before leaping away.

I turned to May and the others, "who the fuck was that?"

"The Scarlet Spider," May grumbled, visibly pissed, "she's ah...she's new."

I nodded, "no kidding," I could see her jumping away, she wasn't very fast, meaning she was not superhuman, "does she have any relation to Spider-girl?"

May snorted, "she wishes. She just kind of showed up one day, nobody knows who she is though."

I blinked, "is that so," my interest was peaked, I needed to find out about this girl...who was she? I turned to May and the others, the normal girls looked scared, kept looking at the unconscious mugger in fear.

I sighed, "May, get Dani and Nancy out of here, I'll call the cops and wait for them to get here okay?"

"Are you sure Bruce?" May asked, "if you want-"

"-No, it's best if you three go," I motioned over, "I'll be fine. Trust me."

May looked like she wanted to argue, but one look at how frightened Nancy and Dani were she decided against it. The girls quickly left, May whispered a word of warning in my ears before she did, 'be careful'.

I called the police, told them exactly where to find the unconscious crook, and then hanged up. I turned to the rooftops, it was time to find out who this Scarlet Spider really was.

I climbed onto the roof easily enough, jumping from rooftop to rooftop. I spotted the scarlet Spider off in the distance, leaping through the air as if she was born to do it.

She had gymnastics training, I can tell as much. Maybe better than Felicia, but she was still raw, inexperienced. I could see it in her stance, she knew what to do, but now how. Her movements were too robotic.

I followed her, jumping from rooftop to rooftop, using all the parkour skills Natasha drilled into my head to free run the rooftops. And then, for a second, I lost her.

I spotted her doubling back around, coming behind me, trying to sneaking up behind me. She was almost there when at the last movement I moved, grabbed her by the arms and pinning her to a rooftop door.

"Damn, you're good," she replied, already struggling to break free.

I smiled, "thanks, I took a few self defence classes."

"A few huh?" she smiled before sweeping my legs, and pushing me to the ground, getting on top of me, pinning my arms to the ground, straddling my waist, "but not good enough."

I was immediately hit with a strange sense of deja vu...wait, wasn't this the same way I met Felicia?

"So then, why exactly are you following me?" Scarlet asked.

I looked at her, "I...I wanted to know who you are."

"Isn't that the point of a mask?" she chuckled.

I blinked, "I guess...who are you?"

She chuckled, "well...if you must know," she brought a hand up and slowly pulled her mask up. I was eagerly waiting, I didn't even realise she had release my right arm. Her mask was halfway up her face when she brought her hand back down, pinning me to the ground before pressing her lips to mine.

"Mph!" I cried out in shock as I felt her kiss me hard. Her fingers pulling me up into her as her tongue entered my mouth. She moaned into the kiss before suddenly pulling back, my shocked face staring back at her.

"That's who I am," she leaped off me and landed on the roof edge, "see you later alligator!" before jumping away.

I got to my feet and watched her use a grappling hook to swing around a building. I blinked, 'did that really just happen?' Now I had to find out who she was!

I stuck to the shadows and followed her, this time she didn't see me, I didn't let her see me. I followed her from a distance, watching her move towards the upper east side. Rich people, gah, I hate these damn apartments too stupid looking. Waste of money.

I watched her swing around for a bit, fighting street crime, nothing so dangerous that I had to step in. I'll say this for her, she knew how to handle herself.

It was half an hour later when she finally returned home. A very nice apartment on the Upper East side. I watched her from across the road, kind of creepy I know, but hey, she decided to where my symbol, I needed to know who she was.

I watched as she drew the curtains, cutting my line of sight. I cursed, "damn it!...wait," I took out my red tablet and turning it into a helmet, putting it on, "Sexy, find out who lives in that apartment, I looking for a woman, around 5 feet 9 inches, maybe taller. Gymnastics background."

" _Searching, hacking into government database and….one result found matching description. The apartment is registered to one Felicia Hardy,_ " Sexy replied.

I felt my heart catch, it leapt into my throat. "Felicia?" I asked in disbelief. That was her? This world's version of Kitten was right there, and I couldn't see it? She freaking kissed me and I didn't know?!

I hated myself, but then I slowly began to think it over. Felicia Hardy in this world was probably well over 40, and I don't care how much she trained she can't remain that flexible without some metahuman powers. Meaning that can't possibly be her.

No, something else was going on. "Sexy, access Felicia's records, is she living with any other woman?"

" _Sexy, Felicia Hardy is registered to shared the apartment with her partner Diana Sun along with her daughter Felicity Hardy,_ " Sexy explained.

"Partner?! Daughter?!" I asked in shocked, "wait….holy shit! I just kissed Felicity! I kissed my girlfriend's daughter! Fuck! Wait….does that mean I also kissed Flash's daughter?!"

" _Yes, Felicia Hardy was married to one Eugene Thompson, she had-_ "

I cut her off, "I know that Sexy! Argh, tell me something I don't know," I grumbled, honesty Flash Thompson? Fucking crazy man.

" _She got a divorce after the birth of her daughter Felicity and her son Gene Thompson._ "

I grumbled holding my head in my hands, "this reality blows dicks." I looked at the rest of the apartment. Using the zoom function in my helmet I saw an older blonde woman sitting for dinner with a black woman, who I assume was Diana, and another blonde.

The younger blonde looked exactly like my Felicia, like a carbon copy, which was to be expected given her mother's identity. Felicity Hardy...damn, this is so weird. I tried to block all memories of her kissing me, shit like that deserved to be burnt and buried.

But the older woman, Felicia...she looked amazing. The way she laughed, the way she smiled, she had lines along her eyes but….oh my God, I might fall in love with this one too.

I pulled away from her, I forced myself too. I wanted to burst into her apartment, grab her and kiss her with all my heart. I wanted to run away with her, to cry and tell her I forgive her. But….but I knew she wasn't my Kitten, she would never be my Felicia Hardy. So it was best if I did nothing.

And now I found myself once more out in the night, swinging away in the darkness of a city I barely recognized. All of this...it was just too much! Is it too much to want to live a normal teenage life?! Why do I have to deal with this interdimensional shit?!

I grumbled and took off, making my way back to Queens. It was a long way off, and I took the time trying to suppress all memories of that kiss. I also had Sexy look up Felciity's file and surprise surprise, apparently she also attended Midtown high.

I reached home and walked in, only to find Peter, May and MJ all waiting for him, looking worried.

"Peter!" May cried out, "about time!"

I sighed, closing the door behind me, "sorry I'm late. The cops took much longer to show up."

"Are you okay?" MJ asked.

I shrugged, "please, I faced Magneto and lived, a common crook has nothing on me. Besides, it was the Scarlet Spider chick that ended up saving the day, May and I didn't even have to lift a finger."

May huffed at me mentioning Scarlet, did she know something?

Peter sighed, "well I'm just glad you both are safe, come, let's eat, I for one am starving."

I grumbled, but nodded.

That night just as I was getting ready to go to bed there was a knock on the door and Peter walked in.

"What's up?" I asked him.

"I heard you leapt into action the moment the mugger appeared," Peter said leaning on the door frame.

"Yeah, I did...and?" I asked.

"You said you wouldn't be a hero," he raised a curious eyebrow.

"I didn't put on a damn costume did I? I just did what I had to do to protect my daughter, that's all," I hissed.

"Deny it all you want Peter, but I know you."

"No, believe me, you really don't," I snorted.

He smiled, "no, I do," he sat down on the bed and patted the spot next to him. I sat down and he continued, "I...I know our lives different, I was driven by the death of my uncle, the guilt and...the pain...it drove me. But...it's not the only reason I did what I did."

I sat down next to him, listening to my hero, "so...what was it?"

Peter smiled, "I did it because I could. Because every time I put on that suit, I knew I was doing good. Listen, I know you and I have different ideals and dreams. But...if you can do something to make the world a better place, shouldn't you at least try?"

I was silent, the words from the real Peter Parker ringing through my head loudly. He smiled before reaching down and taking out the chest where his old costume and tools were stored. He popped the trunk lid and displayed the contents.

"If you ever change your mind," he said getting up and walking to the door, "don't hesitate to use it."

He walked out, my eyes glued to the costume inside. The original costume, the real costume, not the one I made, no. This was Peter Parker's costume.

I sighed, 'maybe...maybe I don't need to wear it right now,' I bundled up the costume and put it into my school bag along with the web shooters.

I shouldn't lie to myself, being Spider-man...it was fun. And maybe...maybe I should stop pretending I didn't want to be him again. So for now, I'll keep it on me, just for now.

 **The next day:**

"And then this new Spider came in, kicked but and just bolted!" Dani cheered, jumping in her seat in the cafeteria, "it was so cool!"

Nancy rolled her eyes, "she was okay I guess."

"So you guys really saw this Scarlet Spider?" Brad asked, sounding skeptical.

"Yeah we did! Hey, just ask Bruce and May, they saw her too," Dani pointed to May and I, both of whom remained silent the whole time.

"Well?" JJ asked, "is this true May?"

The girl cleared her throat, "yeah."

"Nice! So we have another Spider! This is so cool!" said Moose, the big guy I called gay the first time around, "was she cooler than Spider-girl?"

"Hell no!" May snapped, "she's just a rip off!"

"Well I wouldn't say that May," a new voice called out as a woman with platinum blonde hair dressed in a pair of jeans and a green top walked over to our table. She smirked, her face looking similar to Felicia's, "some would say the new Spider is totally a step up."

I blinked, that's right, Felicity Hardy also studied here didn't she?

"Hey girl! It's been too long! Have you heard?" Dani smiled moving over, giving Felicity space to sit down, making her sit down right opposite me.

"About how the Scarlet Spider saved you guys? Yeah, I heard," Felicity replied in a smug voice, "in fact I heard is she hadn't come, May's cousin would have been swiss cheese."

I raised an eyebrow, "I can handle myself Felicity."

Felicity looked surprised, shocked even. May blinked, "you guys know each other?"

I smiled, "something like that," I gave her a knowing smile leaning forward, resting my face on my hand, "you know, that isn't actually where this story ends."

"What do you mean?" Nancy asked skeptically.

"I mean," I smirked at the girl, "after you guys left, Scarlet came back. And then, she kissed me."

"What?!" May cried out, her eyes immediately landing on Felicity, who was blushing red. Ah, so May did know who the Scarlet Spider really was.

"Dude! Are you serious?!" Brad cried out.

I nodded, "yeah, I am. I guess she wanted me to properly thank her or something, so she just shoved me down and kissed me."

"W-woah," Dani blinked, "was she any good?"

"Dani!" Felicity cried out, blushing harder.

"What? I just want to know!" Dani shrugged.

"Well...was it?" Brad asked, the gathered teenagers all looking very curious.

I smiled, "it was..." they leaned in closer, even May looked curious, "the worst kiss I ever got."

"What?!" Felicity cried out, slamming her hands on the table, "what the hell do you mean?!"

I shrugged, "I mean it was the worst kiss I ever got. It was like kissing a horse, tongue going everywhere and lips being shoved all over the place. It was like her first kiss and...wait..." I shivered, "I think it was her first kiss. Damn. Now I feel bad."

"N-no way!" Felicity cried out, the kids turning to her, "it can't have been her first kiss!"

"Why do you think that Felicity?" Nancy asked, her eyes narrowed curiously.

"Yeah Felicity, why?" May asked, a smug smile on her face.

"B-because, I mean, she's a superhero right," Felicity gulped, "they must like be with a lot of people."

I snorted, "well even then, she was still the worst kisser I have ever met."

Felicity was red now, she looked like she wanted to crawl in a hole and die. I chuckled, there, now there's no way she'll ever want to kiss me again.

 **That night:**

I was walking home alone that evening, May stayed behind for basketball practise. And just then, I was suddenly grabbed and dragged into an alley.

I blinked in surprise as I found myself face to face with the Scarlet Spider once again, "oh...hey. What's up?"

"I'm the worst kisser ever?!" Felicity demanded.

I smirked, "oh? And how did you know that?"

Immediately she realised her mistake and backed away, "I-I, I have my ear to the ground."

"Really," I rolled my eyes, "cute."

"So...why?"

"Why what?"

"Why am I the worst kisser ever?!"

"Wow, this is really bothering you huh?" I chuckled, God this was so much fun!

"N-no! I mean...I just want to know why!"

I shrugged, "there's no why...it was just a bad kiss is all."

She growled, for a moment I thought she was going to hit me, but then, she lunged forward, pushed me back and raised her mask, kissing me again. Her hands went around my hair, her chest heaving against mine as she attacked every corner of my mouth with hers.

And then she finally moved away, the skin on my lips wet with her saliva and a shocked expression on my face.

She smirked, "yeah, I'm just the worst," she turned around and took off, "catch you later cutie!"

I watched her jump and leap away and groaned, "great, just great. I knew I shouldn't have pushed her. God, I hope she doesn't try that again," I swear she gets it from her mother. Urgh, I'm going to be sick!

 **A week later:**

"So Tracy Morgan's dating Tony?!" Dani gasped, "didn't he break up with her a month ago?!"

Nancy nodded, "they got back together."

May snorted, "if a guy broke up with me the way Tony did to Morgan I wouldn't even talk to him!"

"Well you know what they say, young love," Dani shrugged as she turned to me, "what's wrong Bruce? Are we boring you?"

I snorted, "sorry, it's just I don't know these people who you're talking about. Plus...I've never been one for gossip." Plus I'm so fucking bored!

May rolled her eyes, "yeah? And what-"

"-May!" Felicity suddenly came running up to our table. Her eyes wide in fear, she looked scared, very sacred.

May looked up, "Felicity? What's wrong?"

"I-I need to talk to you, alone," she looked at us, "please!"

"Ah, okay," May nodded as she got up and followed the blonde out of the cafeteria. I sighed, 'why did Felicia have to marry Flash of all people? Yuck!' I grumbled, I watched May and Felicity walk outside...the way she looked, scared, that bothered me.

Deciding to do something about it I got up, "where are you going?" Dani asked.

I smiled, "bathroom, be back in a second," I winked as I snuck away, following May and Felicity as they went behind the building, standing next to a garbage bin as they whispered to one another. I used my super hearing to listen in.

"...she hasn't said a word to me May! I know her! She doesn't just leave like that! Even Diana is worried!"

"Have you tried her cell?"

"No working."

"Damn it! Fine, I'll help. But...where could she be?"

"I don't know! That's what I'm be trying to tell you!"

Ok, this sounded bad. I walked around the corner, "maybe I can help with that."

"P-Bruce?" May turned to me shocked, "what are you doing here?"

"Fetching daisies," I rolled my eyes turned to Felicity, "hey Scarlet, nice to meet you officially."

"I knew it! You did know it was me!" she said looking surprised, blushing, "why did you say I was a bad kisser?!"

I raised an eyebrow, "because I don't like it when people I have never met suddenly kiss me," I turned to May, "so you knew too?"

May nodded, "yeah. Felicity she figured out my other identity," she rolled her eyes, "and then she decided the best course of action was to blackmail me."

I was taken back, "what? Why?!"

"Because I wanted to be her partner!" Felicity cheered, "but May didn't want me…."

"But, why did you even want to be a Spider in the first place?" I asked.

Felicity smirked, "because it pissed of my mom...who..." but her smile slowly fell down, a suddenly wave of sadness taking over her, "she's...damn it mom, what happened?"

May walked up to her and placed a hand on her shoulder, "he can help Felicity, I know it."

Felicity gulped, "I hope you're right," she turned to me and with worry now appearing in her eyes she spoke in a voice filled with fear, "they have my mother."

And just like that, I felt it again. That feeling that drove me to beat Magneto into the ground with my fists. To break his face in and keep going until he was dead. That hate, that anger. That was back.

"Who?" my voice went low, a low growl seeping out.

Felicity was surprised "I-I don't know. She was investigating a murder that happened a week ago. The man's wife hired my mom to find out what really happened because the police couldn't find his killer. Last night she….she didn't come home. I thought she was working late but today when I woke up she was gone… and that's why I came to May for help."

I heard my heart beat raise up, anger, pure unfiltered anger begging to be let out. And I honestly didn't want to fucking keep it in.

SKINT!

May and Felicity gasped and moved back as my stingers came out, blood along my knuckles.

"Holy shit!" Felicity gasped in shock, "what the hell are those?!"

I growled, "sorry," I forced them back into my fists.

May looked at me, "d-does that happen a lot?"

I growled, "only when there's somebody I want to gut," I was sure of it. These guys were going to regret being born. "We need to move, suit up," I opened my backpack revealing a red and blue costume inside.

"Isn't that my dad's costume?" May asked shocked, "why do you have that?"

I grumbled, "he said I could borrow it."

"I-it might be dangerous," Felicity said, "these guys, they might be dangerous. May has powers, it won't be safe for you Bruce."

I smirked, "relax Felicity, her powers are a family thing. I'll be fine. I promise, whoever has your mother," I growled, anger seeping into my voice, "they're dead. Now let's move!"

 **An hour later:**

Inside a room with no windows and one door sat a woman tied up in a chair in the center. There was blood pouring from her face and onto the ground in steady drops, her hands and feet tied down with zip ties and her beautiful silvery blonde hair was covered with sweat and blood.

'And here comes another one,' she thought as the thugs fist came flying across her face.

Wack!

It was the sound of flesh hitting flesh as Felicia's head was thrown backwards from the source. She leaned back on the chair she was tied too, panting hard as she felt her nose cry out in pain, 'great, as if it wasn't broken enough already.'

She leaned down and spat out a wad of spit and blood on the floor. She saw a molar fly out, another part of her that was broken, perfect.

She looked up at the five men looking down at her, two of them with bloody knuckles and the third looking angry she wasn't showing any reaction towards his strike.

Felicia smirked, "you hit like a bitch."

"Fucking whore!" the large black man roared as he brought his fist down again.

WACK!

This time the blow rocked her back so hard the chair went flying backwards. She panted, stars circling her eyes. Her head spun as she realised they had picked her up again and put her down facing them. The big black guy shaking his fist in pain, Felicia felt happy for that, bastard.

"I have to admit, you are the strongest woman I have ever met," said a calm leveled voice as a sixth man walked into the room wearing a sluggish white suite and a shit eating grin. He had blonde hair and blue eyes, Felicia knew him, she had been tracking him for over a year now after all.

"Well well well, if it isn't the white knight of York," Felicia spat out a wad of blood that landed on his clean white shoes, "ops, sorry about that."

The man smiled, "oh please Ms, Hardy, no need to worry," his hands came to her throat and slowly slide down her neck into her cleavage. The black turtle neck shirt she wore had been torn apart near the neck.

Felicia felt disgust and horror at his touch, they hadn't touched her, no, just beaten her, but now, now she felt a slight sense of fear, a trauma she never could recover from.

The man seemed to notice it, he smiled, "oh please Ms. Hardy, I'm many things, but never a rapist," his hands wrapped around the fabric around her neck and pulled ripping off a huge chunk of it revealing her black bra underneath.

The man, used the fabric to wipe away the blood on his shoes and throw it aside, "I have to admit though, you are a very fetching woman, especially for your age."

"Heh, I'll say," a seedy looking man in the corner quipped causing the rest of the gang to laugh.

"Yes, quite," the blonde man smiled, "tell me, what kind of woman dresses up in her very best linger to investigate the Kingpin? I really am surprised, you're very daring Ms. Hardy."

Felicia smirked, "Kingpin? Where? Last I heard your daddy was in Switzerland with mommy dearest after Daredevil destroyed his empire."

The man's eye twitched before he smiled, "yes, that's true. My father's empire did crumble and he did run away like a dog who had been scolded. But he's a coward, I'm not."

"Oh yeah, and nothing screams brave like human trafficking," Felicia snorted.

The man shrugged, "you have to start somewhere."

"So tell Richard, what are you going to do to me?" Felicia asked.

"Me? Oh, nothing," the man shrugged before turning to the five other men and smiling, "but you see, these men? They are just itching to break you and unlike me, they don't care what you call them."

Felicia's eyes went wide in fear as she saw the men smiling in lust at her body, most eye going to her ample bosom exposed to the air.

"But," Richard Fisk spoke up, "that won't happen, just tell me what evidence you gathered and I'll let you go...after I secure your evidence that is. But...if you don't...then after my man had their fun with you, I'll go after your sweet little girl, Felicity right? Believe me, she is much like her mother, just as beautiful, let's hope she has your sense of fashion as well."

Felicia's fear died away the moment the man mentioned her daughter, "stay away from her!"

Richard blinked, "or what?"

"I'll fucking kill you!"

The man threw his head back and laughed, "you? Kill me?! Please! Bitch you can't even escape from those ropes! You'll fucking die here if I want you too!"

Slap!

His hand flew like a whip striking her numb face, "tell me, how do you think that's going to happen huh? You're in my building, on the top floor surrounded by five of my strongest men not to mention the twenty armed guards I have on each of the top five floors. How in hell do you plan on getting out?"

" _INTRUDER ALERT! INTRUDER ALERT!_ " came an alarm off the speakers.

Richard Fisk blinked, "what the-" he turned to his men looking dumbstruck, "don't just stand there! Go see what that's about!"

The big black man who had punched Felicia's teeth out nodded and quickly ran to the door. His hand landed on the knob and was about to turn it open when suddenly the door exploded off it's hinges sending the man flying back with the door smashing into his face.

Richard's eyes went wide, "what the fuck is-"

Thwip!

That sound, that sound sent a spark through Felicia's body, she remembered that sound. She fought with that sound, she loved that sound, she broke up with that sund. She looked up and like a ghost from the past, a figure in red and blue spandex stood under the door frame with webs coming out of his hands.

'P-Peter?!' Felicia asked in disbelief, but there he was, looking like he hadn't been gone a day, standing in his old costume with the red and blue practically glowing off the single light tube in the room. The only difference was he now wore a metallic helmet over his head instead of a cloth mask.

I pulled the web line pulling the man in white into my arms. I grabbed him by the neck and pulled him into the air and held him there. I looked around, four men, one under the door and...one woman.

I couldn't help a gasp escaping my lips, "F-Felicia?" Her eyes went wide, I think it was hope, but I couldn't' tell. Immediately my surprise was replaced with horror and then pure anger.

I turned to the guy I held up by the throat, "I'm going to assume you're in charge here yes?" I asked, slowly squeezing my grip on his neck.

"K-kill him!" he cried out.

Immediately the other four thugs took out guns from under their coats and leveled it at me. But I didn't care. Two red and blue burs moved besides me, jumping into the room and kicking the thugs unconscious.

The girls were in costume, May as Spider-girl and Felicity as the Scarlet Spider. They made short work of the men, kicking away the guns before hitting them hard enough to knock them down.

"Mom!" Scarlet spider cried out as she ran to Felicia's side and took off her mask revealing her face.

"F-Felicity?" Felicia asked in such surprise it almost made me what to laugh, but I didn't no, I was far too angry for that.

"Oh my god mom, what did they do to you?" Felicity asked with tears in her eyes as she saw her mother's battered form.

"I-I'm fine," Felicia stuttered before her eyes came to me, looking surprised, "what are you doing here?"

I turned to man I held up, "apparently, I'm here to kill this guy, tell me white boy, do you know how it feels to have your neck snapped by someone who can bench a ton? No? Would you like to find out?"

"No!" Felicia cried out, "don't do it!"

I turned to her, "he hurt you Kitten," my nickname for her coming out by accident, I couldn't help it, seeing her after all this time...and like this...I couldn't help it.

"No, please, he needs to face justice," Felicia said as Felicity and May unbounded her and helped her to her feet. She walked towards me, her legs wobbling with pain, I could smell it, the pain, it was like….it was the worst smell I ever smelt. I didn't even want to describe it.

She rested her hand on my shoulder, "please...this isn't you….this isn't who your daughter would want you to be."

I chuckled, "I don't," I looked at her, pleading eyes looking back, "...fine, I won't kill him," I let him go, dropping his like a sack of potatoes.

He rubbed his throat, panting in horror as he looked up at me, eyes wide open in fear. I looked down at him, "Richard Fisk, your father ran away from this city with good reason. Consider this your only warning. If you even think about coming back here," my stingers came flying out ripping holes in the spandex costume.

I pressed the sharp claws against the man's neck, I could hear Felicia gasping in shock as she saw the bones slowly draw blood.

I hissed, "I'll gut you and hang your fucking corps off the Empire state building. Got it?"

The blonde man nodded, frantically. His eyes never leaving my claws.

"Good," I pulled them back into my body before slapping his across the face hard enough to knock him out. I stood up and turned to the women, Felicia looked at me disbelieving while the girl's' expression was unreadable, because of their masks.

"We need to go," I told them, "I called the police, they'll be here any moment."

"Right," Felicity quickly came up to her mother's side, "come on mom, we need to go."

"N-no," Felicia said, finally drawing her eyes away from me and to her daughter, "I need to be here when the cops come."

"Mom they can handle it! We need you to get to the hospital! Now!"

"No," Felicia shook her head, "I've been after this man for weeks, he never left any evidence, until now. I'm the proof of his crimes, I need to be here and testify against his crimes. You three on the other hand need to leave, immediately."

"I'm not leaving you here!" Felicity cried out.

"Felicity, don't argue with me, not now, please," Felicia said in almost a pleading tone.

"Mom-"

"-She's right," I spoke up, "she's the only chance this douchebag is ever going to face jail time. We need to do this right, come on, we'll follow them from the rooftops, if anything even looks funny we can be at your mother's side in seconds."

Felicity looked like she wanted to argue, but suddenly Felicia hugged her causing the younger Hardy to stiffen in shock, "I'm so proud of you little kitty. But right now, I need to do this. So please, go, I can handle myself."

Felicia broke the hug and pushed her stunted daughter away. May and I grabbed her and walked out, leaving the same way we came in. I gave a glance backwards at the older version of the woman I love and our eyes met, my heart began to pound loudly.

We watched from afar as Felicia was taken away in an ambulance while Richard Fisk and his gangsters were taken in armoured cars. Finding him wasn't difficult, a few minutes searching through records stored by the police and the notes Felicia kept at home gave me more than enough to have Sexy work on.

The moment Felicia was admitted into the hospital Felicity changed out her costume and ran to her mother's side. May and I watched the two blonde reunite from across the street looking into their room window.

"Tell your dad thanks...for the suit," I told May as we watched the doctor examine Felicia's wounds.

"No problem, it's not like he was using it," May shrugged, "but I didn't think you would like wearing...well, spandex."

I shrugged, "it was an emergency. Plus it's actually quite snug," I turned to her, "and if you tell anyone I said that I will deny it."

May chuckled, "sure," she looked at Felicia and her daughter before speaking to me in a tone barely above a whisper, "Peter….when you had Fisk in your hands...did you mean what you said?"

"About killing him?" I asked, she nodded, "yes."

May was silent, I knew she was surprised. "I...I didn't think you were capable of that," she said finally.

"I am, that and much more," I looked at her, "in my world I loved Felicia, still do. Seeing someone I care for, even if it isn't the same version….well, I honestly don't know what I would have done if Felicia hadn't stopped me."

May scratched her head, "I don't know why, but this totally feels like you're cheating on mom...or something."

I chuckled, "May, technically speaking I'm not your dad, you do know that right?"

"Yeah, I know. It's just that...it's hard to imagine a version of you not with my mom, you know?" she shrugged.

I shrugged back, "well, that's the multiverse. Heck, there are some worlds where you were born a ginger, think about that."

May and I spent the rest of the day watching over Felicia and Felicity, just incase Fisk's friends did something. Felicia was assigned a private room in the hospital and eventually Felicity had to leave and let her mother rest.

May ventured to watch Felicity while I remained with Felicia. I think deep down she just wanted me to have some time with the girl I loved, even if that wasn't her mother. Honestly, if I ever raised a kid half as amazing as May, I would be a proud parent indeed.

It was around nine when I noticed Felicia get up from her bed. I figured she was just going to the bathroom before surprising she walked out the window and opened it. She looked up and our eyes meet. She motioned me over, and I complied swinging down and landing on the wall next to her window.

"Hello Kitten," I whispered, her face was covered with bandages and her left hand in a cast. I sighed, "I'm sorry we couldn't get to you faster."

The older woman before me smile, "from what Felicity told me, you all were going as fast as you could. In fact I think she mentioned something about you carrying her over your shoulders because she was moving to slow."

I chuckled, "yeah, she's an amazing gymnast, almost better than you. But she needs to move faster. I'm thinking of asking May to get her a set of web shooters, if she's going to be a spider she needs them."

Felicia;s eyes lowered, "I did all I could to keep her away from this life...only for her to run headfirst into it."

I shrugged, "she has too much of her mother in her."

Felicia smiled, she looked up at me, those beautiful green eyes landing on my lenses, "you're not my Spider-man are you?"

I nodded, "yeah. What gave it away? The claws?"

"Yes, those helped," Felicia smiled, "but also, my spider-man would never ever threaten to kill someone, no matter who they are."

"That's because you're Peter Parker isn't the kind that believes in revenge, I am," I moved towards the window as Felicia moved aside letting me in. I stood next to her and removed her helmet, showing her my face, "I'm Peter Benjamin Parker."

Felicia's eyes went wide, "h-how?"

"Do you know about alternate dimensions?" I asked her putting the helmet aside.

Felicia nodded, "y-yes...I see," her fingers came up to my face, tracing my chin and cheek before running through my hair, I had goosebumps from her touch, I tried my best to hide it, but a small smile came on my lips.

"You're so young," she whispered.

"Where I'm from, you're old," I looked at her, "although, I have to say after looking at you now I can't wait for my Kitten to mature too. Honestly, you're like fine wine only getting better with age."

Felicia's eyes went wide, her cheeks tingling red a little, "y-you certainly aren't my Peter Parker. He never would have said that, even if he wasn't married."

I chuckled, "yeah, I guess. Honestly though, this version of me is weird. Did you know he has a goatee? Honestly who is that man trying to be? Tony Stark?"

Felicia chuckled, "well, at least you both have a sense of humor, that's nice," suddenly she winced, holding her cheeks in pain.

My hands went up immediately touching her bandaged face with worry, "are you okay? Should I call a doctor?"

"No, it's fine, it just stings is all," she replied as I continued to caress her cheek, I couldn't help but to worry. Her hands cupped mine as she looked into my eyes, "tell me...in your world...there's a version of me?"

I nodded, "yes."

"I see….and...are you friends?" she asked with thinly veiled hope.

"No," she looked saddened by that, "she was more than that. She was the love of my life."

Felicia's eyes were widened, "w-what?"

I chuckled, "yeah. I heard you and this world's Peter dated?"

Felicia nodded, "yeah...what about you?"

I felt my smile drop, "we...we did date, for a long time we were happy but….she left."

Felicia's eyes widened, "why?"

I sighed, "her dad was in SHIELD custody, she wanted to save him. She knew I couldn't go with her so...she just left. I wanted to go with her, but...she said she wasn't worth it. She didn't listen, stubborn fool."

Felicia sighed, "it's like I manage to fuck things up in every dimension."

I smiled, "you broke up with Peter in this world too?"

"Yes….things were...difficult," she sighed, "plus it was obvious he still loved MJ...is there an MJ in your world?"

"Yeah," I nodded, "but I don't see her as anything more than a friend. I can't. I'm still in love with you," I looked at her and she gasped in surprise. Immediately I blinked, "ah, wait, no, that came out wrong!"

Felicia immediately burst into chuckles, "yeah, you're Peter Parker alright," she smiled motioning towards a seat as we sat down before a table. "So, tell me about yourself. How long have you been Spider-man?"

I smiled, "well, I was Spider-man for about a year...before...well, I got hurt. Really bad and...after you left, I honestly didn't know if I should keep doing this. It was...difficult for me. Still is."

"Hey, you shouldn't give up being a hero just because a girl dumped you," Felicia scolded, "even if that girls me."

I smiled, "I know...but I-"

"-But nothing, listen...if I am anything like your Felicia, then she didn't leave you because she was selfish...she did it because she knew that you being Spider-man, is much more important than you being with her."

"Is that why you and he broke up? Because you felt you didn't...you didn't deserve him?"

Felicia stiffened before she slowly nodded, "yes...that man..he has a special place in my heart. But...he's my hero...it's too bad it never worked out between us."

I looked at her, the way she smiled when she spoke about him, the way she laughed. It hit me like a bullet, "you still love him...don't you?"

She smiled, "yes...I do. But...I also love my husband, I did and I love my daughter and son above them all and my wife too but...Peter Parker will always be my biggest mistake...and my greatest love. Well, other than Felicity."

I chuckled, "right….she and May are amazing fighters...they would make one hell of a team."

"That they would," Felicia smirked, "wait, May's technically your daughter isn't she? That must be strange."

"No stranger than you marrying Flash," I shivered, "honestly Kitten, what were you thinking?"

Felicia shrugged, "he's a sweet guy, trust me. It takes a moment for him to grow up, but he really matures after school."

I rolled my eyes, "I'll believe it when I see it. Anyway, yeah, it's a little awkward, especially when the one who I really want to be the father off kissed me a few days ago," I shivered, "Felicity really does take after you."

"She kissed you?!"

"Yes."

Felicia groaned, "oh dear God. That girl...despite everything, she still so headstrong on defying my every wish."

I smirked, "sounds like my Felicia, her mother and her didn't get along."

Felicia nodded, "same with me."

We sat down next to each other, I looked at her, "so...what do you think I should do?"

"Me? Personally? I think you should continue kicking ass and taking names," Felicia smiled, "maybe she isn't the woman meant for you, maybe there's someone else out there, but no matter what Peter. You should never give up being Spider-man. Forget Felicia if you have to...but, don't ever lose yourself, because seeing a broken Peter Parker is the last thing anyone wants"

I smiled, "and I hope my Felicia feels the same way you do."

She pressed a soft kiss on my forehead, "I'm sure she does." And we sat, through the night we talked, just talked.

She told me about her life, about her daughter and son. She wasn't close to her boy, he was too much like his father, but she still loved him. She had a wife, I actually chuckled a bit at that, she didn't' understand why until I told her my Felicia was bi-sexual as well, another odd similarity.

Around 2 in the morning I left her, now asleep in her bed. I wanted to kiss her, seeing that beautiful face again...I honestly did. But this wasn't my Felicia Hardy, no, she wasn't the same person.

So I left, but not before I planted a kiss on her cheek causing the sleeping woman to smile.

I swung my way back to May's house and snuck into her attic to put away the costume. I had just finished changing when the light turned on and I saw Peter Parker sitting on the bed by the night lamp.

"That was awfully cliched Peter," I snorted as I put on my jacket.

"Is she safe?" he asked.

"Yeah, she's safe," I told him, "thanks...for the costume I mean...I wouldn't have been able to do this otherwise.."

Peter looked at me and grinned, "I love it when I'm right," he got up using his cane and limped to the attic door, "oh, and don't forget to wash the damn thing. Spandex gets smelly really quickly," he limped down the stairs, it looked painful.

"You know, I can build you a proper prosthetic leg," I called out, "one that doesn't make you feel like a cripple."

Peter stopped and looked over his shoulder, "Reed offered that before."

"Why did you turn it down?"

"Because I'm not Spider-man, not anymore," he said turning off the lamp.

"Right," I took off the mask and costume, "hey...can I ask you something?" He stopped, "why did you and Felicia break up?"

Peter looked at me, "I was still in love with MJ. And...it just wasn't right."

I nodded, "yeah….when I get back to my world...I decided. I'll be Spider-man again...there's no point pretending I won't. But….I'm also going after my Felicia, I'm not giving up on her. And one day, I'm sure I'll find her."

Peter snorted, "you wouldn't be Peter Parker if you didn't go after what you wanted. Goodnight Peter. Oh, and stop calling May 'kiddo', only I can do that."

"Technically, I am you," I chuckled.

Peter groaned, "no wonder everyone called me a loud mouth."

* * *

 **There we go, the next chapter will take some time, I have my exams and so I'll publish the second chapter in five hours tops. Or something.**

 **I hope you enjoyed the chapter, like the bit with Felicia 982? Yeah? No? Felicity kissing Peter seemed weird too right? Yes.**

 **Anyway, I'm under a lot of pressure right now so I will make this short. Bye!**


	36. Unlimited Power for Twenty Seconds

"So...can I join?" Felicity asked pouting at me and May.

May sighed, "for the last time Felicity, no. You don't have any powers, it would be dangerous."

"That's what you said last time!" Felicity growled, "that's why I went off on my own! But I showed you how strong I am! So why can't join?!"

"Because! You can't protect yourself!" May cried out.

"Girls!" I cried out, "enough! Focus on the problem on hand! We can talk about teaming up, after we finish this damn homework!"

The two of them grumbled, glaring at each other before returning to their notes. I sighed, sipping my coffee, I looked around, everyone was staring, I sent an apologetic smile to them all, a coffee shop really wasn't the best place they could have done this.

"If it's any consolation though," I spoke up gaining their attention, "I think it would be a good idea to have back up."

"What?!" May gawked.

"Yes!" Felicity fist pumped.

"Why?!" May asked.

"Because with or without powers Felicia was a very powerful ally to your dad," I sipped my drink, "you could use someone like that one your side."

"Yeah! What he said!" Felicity nodded.

I raised an eyebrow, "that being said, Felicity isn't ready just yet for the job of being a superhero. She still needs to be properly trained to fight metahumans like us. So...maybe a trial period is in order?"

May grumbled, "fine, whatever….it's just...argh! This is so stupid!"

"Face it May! We're partners!" Felicity cheered throwing an rm around May making the girl groan even louder. Felicity chuckled, "hey, relax, between the three of us, the bad guys don't stand a chance!"

I smiled, "that's nice Felicity, but I'm not exactly going to be sticking around for long."

"What? Why not? Where are you going?" she asked.

I smiled, "home, maybe….look, don't worry about that, worry about how to become a better team," I narrowed my eyes at May, "you don't' have to do this alone May, believe me, that's worth something."

May sighed, "yeah...I guess."

"I nodded, "good, now...do you understand what we're trying to learn?"

"Nope."

I chuckled, guess she got her mother's brains, "alright, it's like this..."

 **A few hours later:**

I sat on the roof of the Empire state building, leaning against a gargoyle as I looked down at the buzzing city below me. The people were going about their day, they didn't bother to look up, most never do.

May had gone her own way for patrolling, Spider-girl was still a solo act and Felicity still had to take care of her mother, and that was may more important that beating up thugs.

I stood in Peter's costume, spandex and all, with my metallic helmet placed over my head instead of a cloth mask. I checked the web shooters and strapped on my backpack.

This was...a test drive of sorts, to see if I still got it. I stepped up to the edge and looked down, it was a huge drop down. I sighed and moved back, only to leaped forward, arms spread out.

Twhip!

It hit a building and I swung upwards. The rush came quickly, the feeling of butterflies in my stomach, the feeling of utter excitement, like the world was left behind. The microsecond where I released the web line and for a second...I was free.

Before gravity took over and pulled me back down. I shot out another web line and soon my body began to act on instinct, moving through web lines, swinging through the city, "woohoo!" I crie doubt, my joy coming out in my voice.

" _Peter, there's a crime in progress being reported block from here. Would you like me to mark it?_ "

"Yes please Sexy. Oh, and while I'm in costume, don't call me by my real name, okay?" I told her as I changed course, following new directions on my HUD.

" _Then what is your new designation?_ "

I smiled, "call me the Spider."

I came upon a shoot out, two cops were pinned down behind their cars while a gang of mexican cartel members fired automatic rifles at them from across the street. The whole street had been cleared out, though a small group of civilians were forced to take covered with the police, else they get shot as well.

I landed on a roof and looked around, searching for a way to finish this quickly. I spotted a giant dumpster bin in the alley behind the cartel's standoff. So I silently swung off and ducked inside, sneaking behind the garbage bin.

With a huff and I grabbed the sides of the giant bin and lifted it over my head. It was a strain, I really need to hit the gym. Two months of stagnation really took its toll. I huffed, "hey assholes!"

They turned, and I threw it.

BAM!

"Fuck!" they cried out, one, to my extremely left managed to escape, while the others were pinned down by the giant metal bin, their bodies being crushed, though not enough to break anything.

"What the fuck puta?!" the lone escapee cried out as he looked at me in horror. I webbed up his gun and pulled it towards me.

I looked at it, inspecting it, "nice toy you have here," I crushed it into a ball before throwing it over my shoulder, shooting a web blast to pin him to the tar road below, "asshole."

I walked over to the police, but the moment I stepped behind cover they shot at me. My spider senses kicked in quickly and I immediately leaped away.

"Woah there!" I cried out peeking out from behind the cover, "I'm just trying to help!"

"Who the hell are you?!" the cops cried out.

I sighed, right, different world, I forgot. I sighed, "I'm-"

WHOAM!

I snapped my head to the source of that sound. I looked up to see a bright blue light piercing the sky like a spear. It looked like it was coming from the Baxter Building, huh, okay, now that sounds familiar..

I sighed, "sorry guys, rain check!" I leaped into the air and took off, swinging towards the Baxter building. I really hope I didn't hope this was an end of the world situation. Because of course it's the end of the goddamn world, it always is! Fuck!

I was a few blocks out when I saw something fly out of the giant beam of light and into the New York air. I landed on a rooftop and focused on it, "Sexy, zoom and enhance," I focused, the helmet activating it's telescopic features giving me a view of a giant white ape riding a giant green bug, flying around the city streets.

I sighed, "every day it's something new...sigh. Fine, prioritise, stop the portal, then deal with the giant apes. Sexy, do the Avengers of this world have a helpline or something?"

" _Give me a moment….yes, they seem to have a distress signal._ "

I grumbled, "fine….hack it and send them the picture of that thing along with its present location."

" _Understood sir,_ " Sexy replied, " _while there be anything else?_ "

I looked over, another giant ap came flying out of the blue portal, I grumbled, "yeah, call the Parker household, tell them I'll be late" I ran to the roof edge and shot a webline, swinging over.

I quickly reached the building in ten minutes. By now the Avengers had arrived and were setting up a blockade, fighting and then capturing the white ape and flying bugs.

I wall crawled along the Baxter building and found all power was down. Cautiously, I ducked inside and found myself running into Reed's lab, out of which the light came from, because of course it did. Why would I ever think otherwise?

I popped my head inside and groaned as I watched another portal float in the middle of the room. "For fuck's sake Reed! Why is it always the same thing with you?! Can't you for once just masterbate to hentai porn like every other nerd in the world?!"

I walked up to the machine and looked around, no one was there, which was strange. But just as I walked up to the machine suddenly Ben came flying out of it, rolling around the room before stopping right before me.

"Ben? What is going on?" I asked him, helping him to his feet.

" **We got a crisis alert from the Negative Zone, Annihilus was causing trouble for the New Earth project, we were called to help out,** " Ben grumbled.

"Ah...okay….need help?"

He smirked, " **you up for it? I know you never had the best experience with traveling across worlds.** "

"Yeah, I don't have much of a choice do I? It's either help of let giant white apes take over the planet. Sigh, this should be fun," I cracked my neck as Ben and I charged at the portal, "geronimo!" I cried out as I came out of the other side, landed on my feet and stood up slowly, looking around in awe.

It was as if space was dead, and right now I was looking at what remained. There were rocks everywhere, just spread out like the remains of dead planets. There stars dying off in the distance, the last rays of light flashing at me like rays from a supernova.

" **Welcome to the Negative zone kid,** " Ben grumbled, " **no time to waste, Reed and the others need our help,** " we were standing on top of what looked like a mountain of sorts. Ben pointed down at a base camp currently warning with the other members of the FF, it looked like it was made by humans.

"Alright, what can I-"

WOSH!

Ben leaped away, flying down as he smashed into the middle of the base camp, destroying one of the enemies, those giant white apes. Though now that I got a closer view of them, they kind of looked like some kind of giant grey chewbacca looking mother fuckers. The all had metallic armour and bladed weapons and fought like Logan on steroids.

I groaned as I stretched my arms, this was such a pain.

I leaped downwards, the facility had a main base in the center, that looked like what all the wookie rejects wanted to get into as they kept trying to break through, but the FF kept them back.

Just then one of them white monkeys leaped away from Johnny's reach and ran to the base. Johnny was about to give chase when I leaped over the protective walls and landed right on the enemies back, plowing him into the ground.

"Nice to see you Spider," Johnny grinned as he burnt a few of the wookies away, "always can do with an extra set of hands!"

"Who are the wookie rejects?" I asked as I leaped and punched two of them before leaping off their falling bodies and kicking a third in the balls, which apparently they had.

"Balurrians Spider-man, native war faring race of the Negative Zone," Franky explained as he sent a blast of cosmic power, blasting a group of Librarians off the ground, "Annihilus' henchmen."

"And Annihilus is a bad guy?" I asked as a Ballurrian nearly cleaved my head off with a swing of his axe, I grumbled and thrust my hands forward bringing out two of my stingers. I swiped across his chest, cutting through his armour before kicking him away, "annoying."

"Why are they even here?" Lyja, Johnny's Skrull wife, asked.

" **Reed mentioned they want something the researchers stationed here made,** " Ben grumbled out as he grabbed three of the monkey's and sent through through the air, landing on another emerging squad of them.

"And what could that possibly be?" I asked.

"I think that," Frankly said as he blasted the ground again, this time when the dust settled he pointed at the ground revealing a layer of solid gold right underneath.

My eyes shot open, "ah….can I take some? Pretty please?"

"What does a being like Annihilus want with gold?" Johnny asked, "he's the ruler of a freaking reality!"

"I'm just guessing uncle Johnny," Franklin said as he blasted some more Balurrians, "this is the only logical conclusion."

" _Not quite,_ " came Reed's robotic voice over the comms, " _the researchers here have informed me what the Balurrians and Annihilus wants isn't the gold, that is nothing to him. What he wants is what they have managed to synthesis. The world's first and only synthesis of Proto-Adamantium. If he gets his hands on this it could fuse with his cosmic rod making him unstoppable._ "

"I'm sorry, I'm not following," I asked in confusion, leaping over a Balurrian, kicking him across the jaw.

" _Annihilus has a weapon known as the Cosmic Rod, it keeps him immortal and grants him powers beyond mortal limits. But it does have limits, it's physical container being so. But if he has Proto-Adamantium, that limitation would no longer be of concern._ "

"Hmm, proto-adamantium, that's what Logan's claws are made of right?"

"No, Logan's claws use just Adamantium, Proto-Adamantium is what Cap's shield is made off," Johnny explained as he and I tagged a bunch of the evil henchmen, "but Reed I thought it was impossible to recreate Proto-Adamantium?"

" _It was, but not anymore. That is one of the reasons they came here in the first place, to create more favorable conditions for the process. Hence they made a perfect mixture of vibranium and adamantium, and what's more it's in it's liquid form, potentially deadly._ "

"Ah guys," Lyja called out, "I think we need to focus on this first," she pointed up at the sky as a large ship big enough to block out a nearby supernova came over the facility.

Immediately all the few remaining Barbarians began to cheer and roar in pride. I gulped as my spider senses began to tingle, I watched as a small portion of the ship opened up revealing a creature that looked like the love child of the Hulk and a praying mantis.

He was huge, bigger than Ben. He was covered with purple armour and wings the size of hang gliders on his back. And on his neck was a glowing yellow rod that just screamed at me now magically active brain. That thing was powerful, I could tell that.

"Oh fuck me," I gulped as I watched it fly out of his ship, coming down right at us with an army of smaller bug shaped enemies coming right behind him.

" **Johnny burn his lackeys! Franky and I will deal with Annihilus! Lyja, you and Spidey stop the ground troops!** " Ben called out as the FF moved out.

I saw Johnny fight off his flying hoard, blasting them all with his flames. Lyja and I fought back to back, her morphing her body into that of a giant tiger, charging and slashing everything in her way.

I myself was a lot more in control, moving slowly, slicing with my stingers, making sure none were too damaged. I still disliked killing if I could help it.

But the highlight of the show was watching Franklin and Ben fight the giant Annihilus. It was like watching Gods do battle. I have expected Thor to show up and bring down lightning.

Ben jumped at the monster and socked him across the face while Franky distracted him with blasts of energy. Annulus fought them off both, throwing Ben and Franky before blasting sickly yellow beans of energy at Franky.

The world shock every time Franklin and Annihilus clashed. Their power break the surface of the ground we stood on.

BOOM!

I saw Franky falter, being pushed back slowly. Just then Ben jumped back into action, hitting Annihilus up the back, giving Franklin the chance to blast the energy back at the monster.

"Go Franky!" I cried out, back kicking an Balurrian, "rude monkey, can't you see I'm cheering for my number one fan?!"

"Kid look out!" Johnny cried out as suddenly Annihilus appeared in a burst of speed, crashing into Franklin and sending him flying into the ground. My eyes went wide as I saw the insect like warlord of this world fly right into the base, ignoring the rest of us.

"Franklin!" Lyja cried out as she ran to him, now back to her normal form. She picked him up and held him tightly as Johnny and Ben came up.

I ran to them, "is he okay?" I asked.

"He's just knocked out," Johnny growled as he turned to the approaching army of Barbarians and growled as the flames around his body turned blue, " **I'll kill you all!** " He exploded forward, sending tsunami's of fire that the army.

" **Crap! He's lost it! Lyja, take Franklin inside and try to get him awake, right now the kids the only one who can take on Annihilus! Reed can hold him off but only for so long! I'll stay here and keep Johnny from burning us all!** " Ben ordered.

"Right!" Lyja said as she scooped up Franklin and ran inside, "come on Spider!"

"You're pretty strong," I told her as I watched blood flow from Franklyn's temple, "shit! He's bleeding."

"What?!" Lyja asked in a panic, "we need to hurry." Lyja quickened her pace as we entered the building through the giant hole Annihilus made.

"We need to split up!" she said taking a left, "once I have Franklin awake we'll come for you. Help Reed hold back Annihilus!"

I didn't even have time to say a thing as she just left me, going towards the medbay. I grumbled, "I woke up today wondering how to survive going to Midtown high in another reality, now I'm in another world fighting an immortal bug with a glowing rod. Yup, my life is fucked up beyond repair."

I ran, following the trail of destruction. This facility looked like something Tony would considering a wet dream, equipment so advanced I could barely believe it. But I wasn't here for that.

I reached the center of the lab and found a giant elevator of sorts ripped out of it's tunnel shaft and thrown aside. There was a woman with blonde hair on the ground, rubbing her head in pain.

"What happened?" I asked running to her side.

"W-why are you here," she looked horrified.

I sighed, "to help. Look, this is not the time for a freak out lady. What happened? Where's Annihilus?"

"T-there," she pointed at the shaft, "he's going after the Proto-Adamantium."

"Are you okay?"

"Y-yes, please go, stop him," she groaned.

I sighed, I ran to the shaft and look down, it was a long drop to the bottom. I sighed and jumped down, sticking close to the walls and approaching near breakneck speeds.

I popped my stingers out and shoved them into the walls, slowly I began to reduce speed, coming to a halt just 30 feet above ground. I pulled out of the wall and jumped the rest of the way down.

The underground lab looked similar to the equipment I saw above, with the added bonus of a large smelting pot in the middle filled with a dull silver metal that swirled around. Next to it were two containers with boiling metal inside, and standing over them was Annihilus, the bug stood over Reed's broken and sparking body, pressing a foot down on his robotic chest.

" _You will not have it,_ " Reed said, his struggle evident in his tone. I looked behind the man, there was so many tech there, sound based tools for the vibranium and heating coils for the Adamantium. A plan began to form in my head.

" _ **And how will you stop me?**_ " he asked.

I needed to act, now. I looked at the counter and found a terminal. I ran to it and began accessing the system, "Sexy, hack into the system and give me full control. Turn the audio vibration cutter for the vibranium to maximum and blast it the big green bug."

" _Doing so right now,_ " Sexy replied.

" _ **Die!**_ " Annihilus cried out about to crush Reed's robot body when the machines around the Vibranium whirled to life, blasting the monster with high frequency range of deadly vibrations strong enough to destroy vibranium on a molecular level.

" _ **ARGH!**_ " Annihilus screamed in horror as he held his ears in pain. I immediately rushed forward and dragged Reed's metal body away while the bug was distracted, hiding him behind the counter.

I looked at him, "you okay?"

" _I'm fine,_ " Reed replied, " _I need a new body, I will be but a moment Peter, keep him busy,_ " and suddenly the robot's metal head opened up like a ship's shuttle bay doors, causing a brain in a jar to come flying out with rockets attached to its spine. It flew off into the base, I'm guessing Reed has a spare body in here somewhere.

I blinked, "shit gets weirder and weirder everyday. Keep at it Sexy, don't let up! Also, see if you can find out how they made the proto-Adamantium, could be useful."

" _Right,_ " she replied.

" _ **STOP!**_ " Annihilus cried out suddenly as he looked at me and growled, green blood pouring from his hands, I think it actually came from his ear.

I gulped, "h-hey, how's it going?"

He roared as he leaped at me. I immediately jumped away avoiding him. He swiped over my head and I ducked, landing several punches at his torso before leaping over him, landing behind his line of sight and sending a kick so strong it forced him on his knees.

I then slammed both my palms on his head and channeled the biggest bio-blast I could create, blasting his head with my fury.

BAZZ!

I watched as he head began to smoke, I panted, 'was it over? Did I get him?' And then he moved.

I watched in horror as he turned around and swung his mighty tree trunk arms, slamming me across the lab and down on the ground, heaving as the pain slowly began to register.

He quickly walked over and stood above my body, sending a kick across my jaw, it felt like I was hit by a wrecking ball as I found myself on my back immediately, my helmet shattered upon impact.

I looked up groggily as I saw the monster look down at me, almost smirking as he pressed his foot down on my chest, slowly squeezing.

I felt helpless, broken, defeated. I saw Doom standing before me, smirking once more as he planned to kill me. And I felt rage.

Not again, never again. If I was going to fucking die, I was taking this fucker and everyone else with me!

"ARGHHHH!" I popped my claws out once more, all three of them. This caused me to rip threw Peter's web shooters, tearing it to pieces. I brought them upwards at Annihilus' leg, they clicked at his armour, unable to pierce through it. It must be something harder than steel.

" _ **Claws? You animal,**_ " he chuckled as he reached down and grabbed my throat, lifting me up with one arm, slowly squeezing.

I struggled, but knew I can't break through, I need to be smart. I looked around, I need something to help and then I noticed the pot of smoldering adamantium, boiling directly above us.

I coughed, my eyes were getting darker. I had to do it now. So I reached with my hands, stretching them up as far as I could, my fingertip inches from touching the bottom of the boiling pot.

The bug didn't notice, he was too focused trying to crush my windpipe. I pushed my hand forward, I heard something pop as my fingers finally touched the bottom of my pot, I smiled, 'got it!'

I closed my eyes and reached out to the smelter, it was a strange feeling, but I pushed forward until I felt my mind touch the metal. I used my magnetic manipulative powers and pulled with all my might. my body, my mind and my soul were dedicated to pulling it towards me. And then heard it, the snap of metal.

I pressed my feet against Annihilus' chest, pushing myself off. The creature looked confused, he didn't understand what I was doing. I commanded the boiling metal inside the container to move, it came flying through the air, the silvery metal landing on Annihilus' wings and back.

" _ **SKREE!**_ " he cried out as his grip on my neck weakened form the shock and pain.

I pushed off his chest, kicking my leg under his neck in order to dislodge the control rod he had attached around his neck like a necklace.

I landed with a backflip, grabbing the rod out of mid air and holding it in my hand. I felt the cosmic rod react at my grip, I felt it's power humming right beneath the surface. And through my mind, I felt it reach out and beg to be controlled.

" _ **NO!**_ " Annihilus cried out as he charged at me. I leaped away, he tripped, the boiling metal on his back burning him, causing him untold pain. He couldn't get back up, though he tried. The molten adamantium was slowly melting down into the floor, pinning him down as it slowly hardened.

This was perfect, he was pinned down and I had the control rod, all this power, so much power. I knew what it could do, somewhat. I felt it enhance my own powers to massive amounts. It turned a bug like Annihilus into a war lord. So what could I do with it?

I felt it resonate with a power inside of me, I felt...I felt the world around me. I felt vibrations, I think...no, I know this feeling. It's the fields that magnets produce, only now I can feel it coming from every single metal in this room.

The rod, it was calling out to magneto's power, of course, that is my most powerful, if not highly limiting ability. Is this was Erik felt like all the time? No wonder he thought he could fight the world and win.

The rare metals alone in this room were….delightful to sense. It was like being in an all you can eat buffet. The vibranium sent vibrations down my spine when I felt it's magnetic field. The Adamantium cooling over Annihilus body was slowly becoming more and more difficult to control, like an immovable force.

But the smelting pot in the middle of the room, that was where the party was at. It was like looking at the face of a God. It was like smell God's essence, it's like hearing his voice. It's like a force beyond my understanding.

An alloy that was virtually unbreakable. I want it. I need it! I need that power!

I felt the rod call out to my magnetic powers, enhancing it. I felt...I felt more powerful than I even have in my life.

I could feel the metal now, I didn't need to touch it to move it. I simply ordered, and it obeyed.

I saw a blob of Proto-Adamantium fly into the air, floating down towards me. I looked at it, unbreakable….my stingers, they need to be unbreakable. Like the legendary Wolverine, yes….I need to protect myself.

I held out both hands and released my stingers. Using my magnetic powers I guided the metal towards my claws. The moment the metal touched the bone I felt it slowly seep into the minute porous surface of my bone claws.

I didn't feel the heat on my claws, I had no nerves on the bone. So I had the metal dig into my stingers. I had to meld itself into the bones, coating it, fusing itself into my bones. I felt the sting of sensation near the core of my stingers, just a tiny sliver near the core, but the rest of my stingers were coated from the tip to the end.

I even had some of the metal seep into the bones present under my skin, burning away into my body. But I didn't feel it, the Cosmic Rod didn't allow me to feel pain. Any pain.

I had my entire claw covered in the metal, it shiner grey and blue in the light. I adjusted it into the shape of blades, one sided blades. And slowly I watched it cool in fascination.

It was similar to watching the adamantium cool, only this did it a lot faster. The Proto-Adamantium melded together, forming an almost unbreakable bond. When it was done I felt it's composition using my powers, I'm not sure even I could separate it now.

This made sense, I always did wonder why Magneto didn't just shatter Cap's shield. It's because the thing held itself together with everything it had. It would take so much energy to break apart those electronic bonds, even Erik wouldn't be able to do that.

" _ **NNNOOOOO, please,**_ " came a pathetic wheezing from below.

I looked down and spat at Annihilus pathetic face, "oh, you. I almost forgot about you, bug. You don't deserve such power!" I felt the Cosmic Rod sing at my declaration, feeding me energy to act out my vengeance, "you don't even deserve to live!"

I held out my hands, blasting Annihilus with a powerful beam of energy, flattening him into the ground, his prison of Adamantium holding him down.

"From this day forth let them all be afraid!" I declared, "no more shall I stand for evil! They will all be burnt! I am the Spider! I am a GOD! With this power I shall rule all!"

"And then what?" a voice asked. I turned and saw Johnny there, standing with a nervous look on his face.

I glared, "and then? And then I rule the fucking world!"

"So you want to be a dictator? What's it?"

"Who else but me Johnny?! Who?! Who deserves more power? Who would actually use it for the betterment of humanity? I deserves this, I am owed this!"

"I can't let you do that Pete," Johnny warned.

I threw back my head and laughed, "you and what army?"

The blonde man smiled, "no army, just him," he pointed over my shoulder. I turned and the face of Franklin Richards smiled at me as his fist came and struck my head.

THUNK!

And darkness.

 **Some time later:**

I groaned as I slowly came too.

"Just wait a little bit longer," a woman spoke up next to me as she looked into a machine of some kind. I looked down, I was strapped into a chair in the middle of what looked to be a med bay. Johnny, Lyja, Ben, Reed, now in a new body, and Frankie were all around me

I looked around, "ah...what's going on?"

"Oh nothing," Franklin smiled, "you just sort of went psycho wielding unlimited power and declared yourself a God."

I blinked, I looked down, my costume was torn, my helmet laid to one side of the room, broken into pieces. I turned back to the FF, "so….I turned evil?"

Johnny chuckled, "don't worry about it, we all got a little in over our heads with power once in awhile."

"Some more than others," Franklin muttered to himself, but I heard him. He cleared his throat, "sorry about knocking you out Spidey, I honestly didn't see any other way."

I groaned, "so that's why my head feels like it's spinning a hundred different ways," I sighed and looked around, "what happened to Annihilus? Did I….kill him?"

" **That cockroach? Neah kid, it'll take a lot more than that to kill him,** " Ben grumbled, " **when Franky whacked you out, Annihilus took the chance to escape. He took the rod too, damn bug. He'll probably think twice about coming here again, after what you did to him.** "

I blinked, "what did I do?"

"You don't remember covering him in an adamantium straight jacket?" Johnny asked.

"Oh...that….damn….is he still stuck?" I asked.

Franklin nodded, "he lost use of his left arm as it's still pinned to his arm underneath all that metal. He also can't fly, but he did get unbreakable body armour, so that's a small downside."

I grumbled, "fuck me," I looked around, "so ah, can you guys let me go? I promise I won't run."

The doctor turned to Reed who nodded his head. She quickly unstrapped me allowing me to sit upright while she began to scan me with her machines. I raised an eyebrow, "what's all this for?"

" _We are searching for any side effects you might experience due to being in contact with the Cosmic Rod. So far we see none but...well, can never be too careful._ "

"Okay...why?" I asked myself.

" **Kid...you do remember what you did to yourself right?** " Ben asked in a worried tone of voice.

I blinked as I struggled to access my memories, "I remember holding the rod and then...something...it felt like vibrations...what happened?"

Johnny put a hand on my shoulder, "Peter...show us your claws."

I blinked as I held up my hands, summoning forth my stingers. But suddenly as I moved my forearm muscles to push them out, I realised they felt heavier, much heavier. My entire arm felt….like lead.

I grunted in pain as much bigger holes were made into my knuckles and forearm. Slowly three bluish grey claws came out, shining in the light.

I couldn't believe it, I looked at them, seeing my reflection in their shine, "I-I...this is impossible. I did this...to myself?"

"You weren't yourself Spidey," Franklin was quick to assure me, "trust me, when you have that much power in your hands I….it's like nothing is the same anymore."

" _Human norms and practices seem unimportant to people with such cosmic level of power,_ " Reed's robotic body told me, " _it's understandable. You probably wished for power, hence you got it._ "

I sighed, "I guess….either way, this is so cool. Logan's going to be super jealous," I smirked.

Johnny rolled his eyes, "and he's back to normal."

" _Your scans are amazing to say the least,_ " Reed spoke up, " _the Proto-Adamantium has bonded with your claws fully. What more they also seem to be working well with your natural biology._ "

I sighed, "that's good to know," I looked at the doctor, "ah Doc, about my name and blood work-"

"Policy is to destroy everything we record, don't worry, this isn't the first time I have dealt with you hero types," the woman smiled before turning to the rest, "he's made a full recovery."

"Can't say the same about my web shooters," I grumbled as I got on my feet looking at my torn and destroyed set of web shooters on the tray next to me, "Pete is so going to kill me".

"Oh forget about your web shooters," Johnny grumbled patting me on the back, "you got wolverine claws in exchange man! You can just build new shooters! You don't' get metal claws just like that!"

"Yeah yeah," I smiled, "but you know, ah, I have been wondering..."

" **And what's that?** " Ben asked as we all followed Reed as he lead us around the base.

"You guys aren't going to blame me for what happened right? I mean I know the Proto-Adamantium is rare and I didn't mean to-"

" _It's fine Peter,_ " Reed told me, " _the scientist in this facility were just researching the creation process, not practical applications. They are already combing through the data your….modifications with the metal caused. Nobody blames you._ "

"What were the people here trying to find out dad?" Franky asked curiously.

" _The New Earth project was a venture Sue and I began to try and find resources in the Negative Zone that we could use for our world's survival,_ " Reed explained as we walked outside seeing many of the project's workers hard at work repairing the damage Annihilus caused.

" _This branch of the project was tasked with finding or making rare metals one wouldn't normally find on Earth, such as Proto-Adamantium._ "

"Wait, what other types of metal have they worked on?" I asked.

Reed gave a robotic surg, " _vibranium, Adamantium, Betatium, Celestium and I believe a new type of metal with the density of diamonds, very peculiar that one._ "

"And gold obviously," Lyja said eyeing the huge deposit of gold inside the creators now sprinkled around the area.

" _Actually gold is so common here it's worthless,_ " Reed shrugged, " _we actually mine it ourselves to gain funding for our projects._ "

I blinked, "wait...seriously? Worthless? Damn it, I wish I could have some on hand for pocket money."

Reid shrugged, " _mining it is the difficult, we found that the crust of this dimension if much harder than Earth's own, so even if we could discover them, extracting would bee too much of an effort._ "

" **Plus transportation,** " Ben grumbled, " **we take what we need, but usually it's too long a process just to pick some of them up. So don't go getting any ideas kid, otherwise you're going to be stuck with a huge lump of metal you'll have to carry on your back.** "

I grumbled, "so unfair," I could maybe use my magnetic manipulation powers to extract the gold, but the factor of transportation will still be a pain. Dammit! And I was so dreaming of building myself a giant mansion like Bruce Wayne!

We walked to the portal and stepped through out onto the other side. I sighed, back to a world I knew, I have that at least.

"Here Pete, I figured you would want this," Franklin walked up to me and handed me my broken helmet.

I sighed, "thanks, thought I doubt it would do me any good. The one thing I had and could rely on. I don't' how I'm going to survive without my AI. Tony's going to be so glad to hear that, man's been preaching about how great they are and all that..."

"If you want you can fix it using our lab equipment," Franklin said with a shrug, "shouldn't be too hard if my dad and uncle were right about how smart you are."

I blinked, "are you serious? You would let me use your tech?"

Franklin nodded, "of course. Please, right this way," he guided me to a room what was once, in another world, my lab, "you know how to get around?"

"Is the password for the terminal still Mighty Morphin Power Rangers?" I asked.

Franklin chuckled, "uncle Johnny always did love that show."

I smiled as I set my helmet on the table, "thanks Franky, this means a lot to me."

Franklin shrugged, "no problem," he walked in and closed the door behind him, he used his powers to summon a few tools and a new plate, "shall we begin?"

I nodded as he and I spent the rest of the night working on fixing my helmet. Of course being the son of Reed Richards and Sue Storm, Franky was a genius, he helped fix up my helmet in no time flat.

"Thanks for doing this Franky," I said looking at my now recreated helmet, sparkling new as the internal functions slowly booted up.

"Don't mention it Spider-man," Franklin shrugged, "it's the least I can do after you helped us out."

"You know you can call me Peter right?" I smiled at the kid, "that is my name."

"S-sorry," he blushed, "it's just, you were my hero growing up, uncle Johnny and Ben would tell me stories about you."

I smiled, "well, I'm glad you decided to be hero too Frankly, I know for a fact Sue would be happy you were so amazing," I smiled.

He nodded, "thanks…." he looked at me, "how close are you and...well, your version of my mother?"

I pushed a blush down as the metal image of her kissing me came into my head, "ah, she's my boss and a very good friend. She helped me out a lot, she even gave my dad a job helped him get back on her feet. I honestly wish there was something I could do for her, you know, pay her back."

"I….could you do me a favour?" Franklin asked.

I sighed, "you know she's not your mother right?"

"I know, trust me I do," the boy smiled, "but...can you take care of her for me? I know it's a big request but-"

"-Franky," I cut him off, "I promise, as long as I'm around, Sue won't ever have to leave a child of her's motherless."

Franklin smiled, "thanks. I mean it Spider. Hey, if there's anything I can do, please just ask."

I chuckled, "well, I could use some help making a new suit, got any ideas?" I touched my beaten up suit, "as much as the classic inspires me, I could use an upgrade."

Franklin blinked, "is that all? Sure, not a problem. What do you want it to be made off?"

I shrugged, "I don't know, something that isn't easily broken I guess," I had flashbacks to Doom destroying my old suit and my new ruined jacket, "I have a healing factor that matches Wolverine, but the suits keep tearing apart. Think you can help?"

Franklin hummed, "well, you could use my dad's unstable molecule and make yourself a suit," he turned to the terminal and pulled up the schematics of a type of material that would not tear, not get pulled out of shape or burn.

I remember this as Marvel's answer to superhero clothes. Johnny's clothes are made of this as well. My world also have these clothes, but my Reed never figured out how to make them, guess this world did.

I nodded, "this is amazing Franky, can you show me how it works?" Franklin agreed and quickly we began to go into the details of the material.

We talked for a while longer before he was satisfied. I wanted to make a costume for myself, but I figured that was too much of an ask from them. After all they barely know me. But...I did save their lives...huh...neah, I hate wearing shit made by other people.

I changed into my civilian clothes, since I had no web shooters there was no way I was going out there as Spider-man. I walked out of the place and took a cab to Peter's house, it was about 6 in the morning...shit!

I had the cab drop me off at the front and I quietly walked in, opening the door slightly before making my way up the stairs. But the moment my foot touched the first landing I heard someone clear their throat behind me.

"And what time do you call this?" Peter was standing next to the living room arch sipping a cup of coffee.

I blinked, "ah...morning?"

"Morning," he nodded.

"Right….would you believe me if I said I went out for a really early morning walk?"

"I would, if Johnny hadn't already called me an hour ago to inform me that you were safe and not dead in the Negative zone."

"Huh….dammit Johnny!" I grumbled.

"Grounded, one week," Peter walked off.

"W-what?! You can't ground me! I'm you!"

"I'm the adult here! And this is my house!" he said walking into the kitchen.

"And? This is also my house!" I followed him walking into the kitchen to see May and MJ already awake.

"No web slinging for one week Peter! That's final!"

"You ain't my dad Peter! You can't do that!" I growled.

"Well as along as you are in this dimension I'm the closest thing you have to a parental figure."

"I prevented a giant green cosmic bug dictator from getting unlimited power, and my reward is getting grounded?!"

"Do you want to make it a month?"

We glared at each other before I grumbled and sat down at the table, "fine! But I'm going to spend that week making myself some new web shooters! Mine got blown up."

"Fine, you can use my lab in the attic," Peter nodded as he put a plate of pancakes on the table, "now who wants pancakes?"

"What did you do?" May asked me taking a few for herself.

"I traveled to the Negative Zone with the FF, fought a cosmic bug strong enough to blow up a planet and then spent an hour or so chatting with Franky," I grabbed five pancakes and began to eat, "you know, the kind of stuff heroes do, but if you're a teenager you'll get grounded for."

Peter raised an eyebrow, "one month."

"Okay! Okay man sesh! I give! God, I so hope I don't grow up to be you."

* * *

 **There we go. You guys have no idea how hard it was to do this chapter, I think I'm getting a migraine.**

 **And to those who wanted Peter to get Franklin's powers: Here is just a glimpse of what happens if such a thing were to happen. My SI may not always act like an SI, but to him the world isn't real, and he really doesn't value much in it.**

 **Sure there are things and people he cares for, but if you remove that familiarity by giving him Beyond Omega powers, then it removes the need for him to involve himself, you dig?**

 **I will still be giving him some of Franky's powers in like...30 chapters or something. But until then, drop this issue, you cannot change my mind on this.**


	37. The Sorcerer's Apprentice

**A week later:**

I groaned, "I freaking hate Mondays."

"Oh, they aren't so bad," MJ smiled as she placed a stack of waffles before me and winked, "after all, Mondays are waffle days."

I grinned, "hell yeah!"

"Language," Peter warned looking up from his newspaper.

I rolled my eyes, "hey, it's not my fault I fight super villains that curse like sailors? I'm an impressionable young man you know?"

Peter smirked, "I'm sure."

Just then May walked downstairs, grumbling as she sat down, "I hate Mondays."

MJ chuckled, "like father like daughter!"

May didn't bother asking what she meant, she just grabbed a plate and began to eat, "I have three tests today! Three! Argh! This is impossible!"

I shrugged, "you just need to know how to revise May, if you want I can help you out."

"Hell no!-"

"-Language-"

"-I don't need more studies! I need some action to distract me! Is it too much for me to ask for some bad guy to come and try and take over the city?!"

Just then my tablet began to ring out loud. I took it out and Sexy's voice spoke up, " _Peter, I just got an SOS alert from 177A Bleecker Street on the Avenger's line._ "

"Yes!" May cheered, "wishes are real!"

I raised an eyebrow, "what's the message about?"

" _The message asks for anyone's help, something about extra-dimensional threats._ "

I raised an eyebrow at that, "sounds like something we should check out," I turned to Peter, "177A Bleecker Street, sound familiar?"

He nodded solemnly, "yes, that is the address of doctor Stephen strange, former Sorcerer Supreme."

My eyes went wide, "holy shit," I can't believe I didn't recognize sooner! Damn it!

"Language!"

"Oh come on!"

 **Half an hour later:**

I swung into Manhattan making my way towards Strange's place with May right behind me. We spotted the creepy looking house almost immediately and knew instantly this is where we were needed.

I swung onto the roof and landed safely, May right behind me. I looked around and found a sky light, "right, do you know anything about this guy?"

May shrugged as she I approached the sky light and looked inside, finding nothing but darkness staring back at us, "not really. I know he used to be a Defender and some kind of magician. I think he was also an Avenger."

I nodded, "makes sense how he would have access to the emergency broadcast lines," I found a padlock and held up my hand, causing my stingers to pop out with a skint. I winced in pain, the newly implanted metal coating stun.

I sighed, "I hate doing that."

"I've been meaning to ask. How do you have claws?" May asked, "can my dad do that?...Can I?"

"No, it's something unique only to me," I told her as I swung at the lock, slicing it open. I picked up the night light as we both slipped down inside, landing with a soft pat, the room covered with shadows.

"I can't see shit," May hissed.

"Luckily for you I have night vision," I tapped my helmet activating night vision allowing me to see into the darkness. Only to have something stare back at me, "holy shit-"

" **HEEE!** " a piercing roar came out as the shadows around us came alive, creating a giant head with rows of sharp of teeth. It lunged at us, I jumped away, but shouldn't have bothered since it didn't even come close to striking distance.

"What is that thing?!" May cried out as she jumped away from the shadow, jumping onto the wall before leaping to the ceiling.

" **STOOOOP!** " it cried out.

"I think it's not friendly!" I called out sending out a blast of bioelectricity from my hand, hitting the thing in the head.

" **KRA!** " it cried out as a chunk of it's skull was sent flying off. It began to scream before suddenly melting away into the walls of the room, letting the light from the skylight bath the room.

I looked at my hand, "huh, wasn't expecting that," I replied as May and I jumped down and walked to the center of the room.

"What did you do to it?" May asked.

I shrugged, "I don't know. I was just a bio-electrical blast, it's strong enough to stun a horse, but...not that."

"Forget about that! Come help me!" came an old man's voice from behind us.

May and I turned to see an old man tied up to a chiar, his head hanging down. He slowly looked up at us, his face covered with age lines, his hair long enough to reach his shoulder and a beard that looked like it would give Dumbledore a run for his money.

The man wore all black, a cloak and robes that shimmered in the darkness, he had a medallion on his chest and a pair of orange gloves. I blinked, "ah, are you Stephen Strange?"

"Of course I am! Who else do you think it was?!," the old man snapped with a growl, "now get here and untie me at once!"

"Ah, sure," May said as she walked up to the man and untied the man, "what was that thing?" May asked suppressing a shiver.

"It's name is Kylokeous the Great, girl," Strange spat, "a great being from the Shadow dimension, you best show it some respect!"

"Okay..." May trialed off, "magic, that's...new."

I shrugged, "trust me, you just kind of accept these things. You'll get used to it."

"Don't just stand there!," Stephen called out as he walked up to the door pushing it open to find the beat gone, and with it the darkness around the hallway. "It needs to be stopped! Come quickly, we must get to the treasure room, follow me bugs!"

I narrowed my eyes,something was wrong. No version of Stephen Strange could act...this crazy! But I kept quite as May and I followed him as he ran to the stairs, climbing downstairs.

"I don't like this guy," May said as she I leaped down the stairs three at a time.

Just then the monster came back, it cried out, " **no!** " and launched a tentacle at May, who quickly jumped away.

"Bug man! Fire your power at the beats! Destroy it!" Strange called out with a snarl.

"Yeah," I groaned, doing as the man said, firing off a bolt of bio-electricity at the shadow monster. The thing immediately ran away, dodging my blast.

"Good job," Strange spat as he ran towards a door and pulled it's handle, unable to open it.

May and I caught up to him at this point, looking out for the monster in question, "it's locked."

"Not for long," Stephen began to chant, a language I never heard off, and then suddenly a black circle appeared over the lock, spinning around long enough for a loud click to be heard. The door swung open immediately, "come quick bug."

May and I looked inside, there was a long corridor that was creepy as hell and dark. "I have a bad feeling about this," May said as she gulped. I didn't say anything as I followed Strange, who looked like he was smiling about something.

"So, do you remember me Strange?" I asked the man.

The man snapped back towards me and huffed, "should I?"

I groaned, future Peter sounded like he knew the guy, and of course Spider-man and Doctor Strange should have teamed up some time, so how...something's wrong.

But just then the shadow monster returned. " **GO AWAY!** " it roared as it came charging at us from behind. May and I jumped back, but the monster ignored us, going right after Strange.

"Help me you fools!" Strange cried out as he summoned a black wipe made of shadows, hitting the monster's body harmlessly.

I gathered my powers and was about to fire when I stopped and noticed something. The monster, it looked like it was in pain, but it wasn't hurting me or May, it was focused only on Strange. And Strange's magic, it felt...wrong. He didn't recognize my costume, he kept calling us bugs...something was very off.

"May, something's not right with Strange," I told her.

"Yeah, he's a creepy old man, but we need to help him!" May cried out.

"I don't-"

CRASH!

The monster threw Strange through a door as it came charging inside after him. "Come on!" May called out as we both ran inside only to be shocked to find what looked like a museum wing filled with random storage items displayed in glass cases.

I found weapons, pottery, heck, even a feather. But right now, I was too busy looking at the monster and Strange fight each other.

"You will not stop me!" Strange cried out, "I will destroy the thread!"

I blinked, "okay, that doesn't sound normal."

" **Stop!** " the monster roared again, " **stop!** "

I was about to move, when suddenly Strange sent out a blast of orange energy that sent the monster flying away into a wall. Strange floated in the middle of the room with darkness flowing off off him in droves.

"Finally, the fabled treasure room of the Sanctum Sanctorum!" Strange looked around before flying into the room.

I looked at the downed monster and suddenly it hit me, "Strange!" I yelled running to the monster's side.

"What are you doing?" May asked me, "get back before it kills you!"

"It's not going to, are you Stephen?" I asked holding the monster in my arms.

" **Stop him,** " the monster croaked as he tried to get on his tentacles.

"What? How?" May asked.

"The monster probably switched minds with Stephen, it needs his body to get something out of the treasure room," I concluded looking around, "we need to stop him!"

I ran forward with May following close behind, "magic, monster, brain switching, this is the last time I go on a mission with you Peter!"

I chuckled, "come on kiddo! You're breaking my heart!" We saw Strange floating above a dome shaped glass case, inside it a purple velvet pillow on which laid a single glowing thread.

"At last! It will be mine!" Stephen laughed as he reached out to touched the glass case, slowly removing it.

"Stop right there freak!" I yelled tackling him from the back and into the ground. I punched him across the face over and over, "give my friend his body back!"

"Get off me!" the monster possessing Stephen's body yelled out, sending a blast of black energy so strong I flew back, crashing into a glass case with something inside it.

"You won't stop me now bug boy!" the monster cried out as he got back on his feet.

"Hey ugly!" May called out leaping at Stephen, holding what looked to be a mace in her hand. She brought it down over his head, but at the last moment Stephen sent up a black diamond shaped force field, blocking May's attack.

"Foolish girl! You don't even know how to use that do you?!" he smirked blasting her away with magic.

I looked down at the glass display I had shattered. Inside were two metallic gauntlets with spikes along their knuckles. I couldn't use my strongest attack, that was still Strange's body, so this will have to do.

I grabbed them and slipped them on, immediately they began to reshape themselves, squeezing around my hands, modeling themselves to my arm size. I rotated my wrist and found it flexible, good.

I leaped forward, "hey evil shadow!" It turned to me, it's eyes widened in surprise as I brought my gauntlet covered fist down across it's jaw, knocking him away.

I landed and leaped forward, grabbing his by the collar and pulling him up, "how do I reverse the spell?!"

"Y-you can't!" he spat out before sending a blast of shadow magic that sent my flying upwards into the ceiling, hitting the back of my helmet onto the ceiling. Luckily I was actually wearing a helmet.

I landed on the ground gracefully and watched May swing at Stephen's body once again, this time catching him in the gut, knocking him down.

"Take that!" May cried out victoriously.

"Foolish girl!" the monster growled as it summoned a black shadow circle around his arms, sending out a blast of energy that shot out like a spear.

May leaped over it thanks to her advanced agility, but suddenly the spear changed course, turning back around and rushing at her back, just as she landed.

"No!" I cried out, moving my arm, intending to shot out a web line to stop it, but before I even squeezed the trigger of my web shooters, the gauntlet I wore sparked to life, as the tips of my fingers exploded outwards like fire covered web lines.

It circles around the shadow spear and kept it in place. I gaped at the wipe and then at my hand, I jerked it back and suddenly the spear exploded into flames. My extended fire web shrunk back down into my metallic finger tips.

"Woah," I gasped. Just then the monster occupying Stephen boyd began to move, rushing at the piece of glowing string it was after.

"Oh no you don't!" May called out, firing a web line at him, catching him by the stomach before pulling him over her head, right at me.

"Batter up!" I cried out, swinging my metal covered fist, launching him back into a wall.

" **Mine!** " the shadow monster I now knew was actually Stephen cried out as he grabbed his body and poured into him through the mouth.

May and I gathered around the now stunned body and watched and suddenly it began to jerk around violently. It gapsed in shock and a dark mist exploded out of his mouth, flying through the ir and into the ground.

"Destroy it!" Stephen's body called out.

"How do I know it's really you?" I asked pointing one gauntlet at the man.

"You're real name is Peter Parker, you're my friend," he looked at me, caring blue eyes replaced the madness filled ones I saw a moment before.

I shrugged, "works for me," I turned both hands towards the still recovering shadow monster and sent out two blasts of bio-energy at him.

BOOM!

The moment each blue bolt made contact the monster let out a blood curdling scream. Stephen leaped on his feat, floating a few inches off the ground as he summoned a large golden circle before him, "by my magic, I banish you Kylokeous from this place and this plane! Be gone from whence you came!"

" **NOOO!** " it cried out as suddenly it collapsed on itself like a black hole, reducing itself into nothing.

Stephen dropped down holding his sides in pain, "you two really need to learn self control. My body feels like it just went eight rounds with the Hulk!"

May snorted, "sorry, we were too busy trying to stay alive."

Stephen chuckled, "that's true May, I must say Peter, you're daughter does take after you."

May gasped, "you know who I am?!"

Strange smiled, "I'm the former soccer supreme, you'll find I'm very perceptive. Plus, I was the one who delivered you, so of course I know you."

May blinked, "you delivered me? Whoah!"

Strange chuckled as he turned to me, "I'm surprised you never told her Peter."

I rubbed my neck, "ah, sorry to break it to you doc, but I'm not Peter, well, not the one you know."

He narrowed his eyes, "you feel like my old friend, but how..." he snapped his fingers and suddenly several magic glowing circles appeared all around me, spinning around me as words began to fly around. Strange's eyes followed them quickly, speed reading, cool.

When he was finished he smile and dismissed the circles with a wave of his hand, "I see, alternate dimensions. Yes that makes sense. I was mistaken, while you feel like a part of this world, that's only on the surface. You are much different. Much...more..."

I blinked, "ah...okay, not creepy at all."

"Yes, your potential for magic truly is great," Stephen stated.

"I'm sorry?" I asked confused, "magic?"

He nodded, "yes, the gauntlets you wear are the Arms of Vava, a brutal item that requires power and a great will to control them, to use them. You are quite powerful in your own right Peter."

I gulped, "what do you mean?"

Stephen hummed, "when I was stuck in that monster's form, you used some kind of electricity on me yes?" I nodded, "please show me."

I nodded nervously, "okay," I held up my fingers and poured electricity into it, creating a bright blue arc of energy between my fingers, "I can send out bioelectricity in bolts of energy. I don't really get why it reacted so badly to it though."

Stephen stroked his beard, "I see, I'm surprised to see you wielding magic Peter, I always thought you were a man of science."

"Magic?!" May cried out.

"Dude, you got the wrong guy!" I stopped the current flow in shock, "I mean, seriously, it's not magic!"

Stephen chuckled, "it is Peter. Yes it may not involve enchantments, magic circles or mystical words, but it's magic in another form. You see magic is just another word of the manipulations of energy, frankly it's just science without all the machines. We channel our energy through us, what you're doing is beginning level magic. In the strictest sense possible."

May and I looked at each other and then at Strange. "But why did it, you, react to my….magic, so badly?" I asked.

Stephen nodded, "you see Kylokeous is a creature of darkness, it's esseantly a leach that sucked on energy. Your power there is light incarnat and pure life energy. When you launch it at the beast, it can't help but try and absorb your power, but when it does, it also absorbed it's hostile lighting property, thereby injuring itself."

I blinked, "huh...neat."

May cleared her throat, gaing back everyone's attention, "so what was, Ky...ah..."

"Kylokeous," Stephen supplied gently.

"Right, what was he doing here?"

"Trying to get his hands on this," Strange looked at the glowing thread the monster was trying to grab. He snapped his fingers and suddenly the glass case overing it was back on, "while in his shadow form he couldn't even touch the glass case, only mortal hands could do so, hence why he took over my body."

"So when we came and found you tied up," May trailed off.

"I was trying to get my body back from him," Stephen sighed, "by the way Peter, you owe me a padlock. You know how expensive those things are?"

I shrugged, "hey, if you didn't want it to break you should have just casted an unbreakable charm on it or something."

Stephen grinned, "yes, but you see most magical things trying to get in here can't fathom a mortal lock such as that. It's actually quite funny, they can destroy worlds, but one lock and they are lost like sheep. Plus I also put a spell that would kill any magical being with ill intent that even touched that lock. So yes, it's weakness, but in actuality it was a trap."

May and I shared a look before she spoke up, "you ah...you're kind of mad huh?"

Strange sighed, "it seems you also inherited your father's mouth."

"Hey don't look at me, I'm not even from this dimension," I put my hands up in defense.

"Yes, I know," Strange scratched his jaw, "which begs the question, just why are you here?"

I scratched my neck, "it's kind of a long story."

We soon found ourselves in Strange's parlour, the good doctor made up all a cup of tea as he sat down and listened to my story. I took off the Arms of Vava and put them aside, fire whips were kind off too much, even for me.

When I was done Strange scratched his beard, "I see...very interesting. It makes sense I suppose."

May and I blinked, she asked, "it does?"

Strange nodded, "you see I was investigating a tear in reality when Kylokeous attacked me. That tear was probably created when you traveled here. The monster obviously was attracted to your power."

I blinked, "so...this is all my fault?"

"Nothing of the sort," Stephen waved my worry off, "that thing would have tried either way, you just gave it a little push. Now then, what exactly are you going to do while you are here?"

I shrugged, "honestly? I don't know. I was just thinking I'd would hang around until I get sent back home."

"I see, well in that case Peter I have a proposition for you," Stephen smiled.

I blinked, "what kind of proposition?"

"Peter, I see in you something I have never seen in this world's Spider-man, the potential for magic, and not just parlour tricks like you can do right now. Real magic."

"Y-you want to train me in magic?!"

He nodded, "yes. Your powers are amazing, Peter Parker's mind has always been brilliant, but I always found it more scientifically included. But you however are more open, I have no doubt you would do well in the arts."

I stammered, "d-dude, doesn't learning magic take like years?!"

Strange nodded, "yes, but you could always go to the me in your world and continue your training under him, should you return before that time."

I blinked, "holy shit you're serious."

Strange smiled, "very. Take your time though, I don't want to rush you. Making this choice isn't a light matter, many have traveled down this road, only a few have succeeded," he turned to May, "I would offer the same training to you May, but I have a feeling magic isn't...your cup of tea."

May shirverd, "you can say that again."

Strange lead us to the front door, he opened the door, "my door is always open to you both, drop by if you need help or simply-"

"-It's open! The door's finally open!" I heard a loud booming voice call out from outside.

May and I walked out and found the 'Avengers' gathered outside Strange's front steps, J2 being the one who cried out in joy like a moron.

I sighed, "oh great, it's you guys."

"Dr. Strange, we came as soon as we heard your distress signal," American Dream walked up before immediately stopping spotting me and May. She narrowed her eyes glaring at me, "you two! Did you cause this?! What did you do now?"

"What they did was save me," Strange stepped up protectively before us, "they already helped me out, you Avengers came far too late to be off any help."

"Hey it's not our fault," said Bluestreak, the female speedster from before, "the door wouldn't open!"

"Did you try the roof?" May asked.

They all looked at her before each other. I sighed as I face palmed, "the world is so fucked if these are its protectors."

"Hey!" American Dream snarled as she climbed the stairs staring me down, "we may not be perfect, but we are the best team out there, period. Don't disrespect us!"

"Being the best you are right now isn't good enough," I snarled back staring her down, "you need to be better, much better if you want to stand a chance at being a hero."

"And what do you know about being a hero?" she asked me.

"I stopped an inter-dimensional shadow monster, and it isn't even traffic hour yet," I shot back, "you can yell and snarl at me all you want Dream, the fact of the matter is this, unless you and your team get your shit together, you won't last a year."

"I'm willing to take that bet," she glared back.

I rolled my eyes, "whatever, Spider-girl, we better get a move on, it's almost 9 o'clock."

May screamed, "what?! Oh shit! I'm so late!" she swung away, not even bothering to say goodbye.

I chuckled, "yup, she totally takes after me," I turned to Strange, "I'll think about your offer. Really, magic is...I'll admit, I always wanted to try it out."

Strange smiled, "understood, until next time," he walked back inside and snapped his fingers, causing the doors to automatically shut behind him.

I sighed as I turned back around, American Dream still standing right there. "What? You want me to kiss you or something?"

"W-what?!" she cried out, immediately moving back.

I scoffed, "honestly, a little flirting and already you're blushing like a red chilly, guess you really are like Cap in certain ways."

I walked past her and shot a web line out, I was ready to swing away when J2 called out, "hey wait a minute!"

I turned to him, "yeah?"

"A-are you really Spider-man? The original one?" he asked.

I shook my head, "I'm not the Spider-man you know, I'm his doppleganger from another world. I came into this world by accident and I'm now trying to find a way back home."

J2 and the others blinked. Bluestreak just snorted, "you know if you don't want to tell us that's fine."

I sighed, "God help me," I swung away , I can't stand to look at those morons anymore.

That day which began so action packed, actually ended up being kind of dull. School got over around 3, and right after that May and I took off web swinging, fighting crime.

We were swinging around Time's Square when May decided to address the elephant in the room.

"You thinking of accepting Strange's offer?" May asked.

I sighed, "kind of.. Doctor Strange is a master of the mystical arts. He's phenomenal in my world, and there he's just a beginner, I can't even imagine what your world's Strange can do" I think, I haven't really seen him so I wouldn't know, "so yeah. The offer is very tempting."

"Right," May nodded, "but I mean come on, magic?"

I shrugged, "there is more on this world than just heaven and Earth May, you need to have a very flexible mind if you want to live in the superhero world."

"So you have experienced this stuff before?"

I glared, "yes, in a way," 'Doom,' "I haven't met my version of Dr. Strange yet, I know off him and his battles, but I haven't meet him. Actually, that's one of the major reasons I don't know if I should accept Strange's offer or not."

"Why is that?"

"If I learn magic I'm opening up myself to a new pantheon of villains. I don't know about you, but I'm happy enough with my bad guys as it is."

"What do you mean Pete? Aren't you just going to learn magic?"

"Yes, but being the apprentice of Stephen Strange is a very prestigious title. It puts a giant target on my back. Like imagine what would happen if knew you were the original Spider-man's kid and not just some copycat like they think you are. All of your dad's old enemies would come out of the woodwork trying to kill you. Same thing with Strange."

"If it's that dangerous maybe you shouldn't go," May said cautiously.

"Yeah...but I mean come on! It's magic! Plus Strange is known to travel between dimensions, maybe he could help me get home faster. Who knows how long I have to wait before going back home? I can't leave my city unprotected, not to mention my aunt and uncle."

May and I talked for a little while more before we went our separate ways. I asked her to inform her parents that I might not be coming home that night any time soon. I had a doctor's appointment.

I swung over to Strange's place and knocked on the door. Almost immediately it opened and I found Strange looking at me with a smile. I sighed, "I accept."

"Good, then let us begin," he moved aside and let me walk in. He closed the door shut and I knew I probably changed the course of my life forever.

Once again, I found myself in his parlour, he poured me a cup and we sat down facing each other. Strang sipped his drink and looked at me, "so...what do you know about magic?"

"Honestly? Nothing," I shrugged, "I understand that it's supposed to be power in various different forms, but nothing more than that."

Strange nodded, "yes, that's alright I suppose. Magic you see, if the manipulation of foreign energies through spells and incantations. If you wish, you may think of them as programing codes that can change the system you live in."

I raised an eyebrow, "so like the Matrix?"

Strange blinked, "huh….well, yes, I suppose that would be the perfect example. Essentially every magician is a version of Neo and can change the code of the world through programing. That is essentially magic."

I groaned, "you mentioned something about power. Where does it come from? Is it from inside me? Like bioelectricity?"

Strange nodded, "certain magical spells does use your own bio energy, yes. Spells such as the ones you used against Kylokeous are in this category. Also when you use your life force to interact with the electrical fields around you, thereby pushing your spiritual form outwards, you may achieve a state of release, obtaining your astral form."

"So magic isn't something arcane and foreign, it's just a form of manipulated science," I narrowed my eyes in thinking.

Strange smiled, "I have been telling the same to the greatest minds in this dimension, I'm glad someone finally understands. Yes Peter, Magic is just another way we can understand the world, albeit a much more complex and indirect way."

I nodded, "I see…." I then grew curious, 'how did Doom become a soccer? How? Did it have something to do with the place where we sent him? How?'

"What is troubling you Peter?" Strange asked.

I looked at him, "I...it's..." I thought of lying to him, but I figured if he's going through all the trouble of teaching me, I could at least be honest with him, "I was just thinking about a villain from my world. Doom, I assume you know him?"

Strange glared, "yes, I know Victor Von Doom."

I sighed, "yeah, well he's the man who almost killed me," Strange's surprised face made me continue, "when Doom tried to destroy my Baxter building Reed and I sent him through a dimensional portal where my version of the Fantastic Four got their powers. There he stayed for over a year, before he escaped, and this time he could somehow use magic."

"How? Are you sure he used magic?"

"He had glowing green circles spinning around his head."

"Could he use it before?"

"If he could he would have used it against us before," I replied.

"Then….then you must have trapped him in a dimension of power, which would explain how your FF got their powers," Strange said stroking his beard.

I blinked, "I'm sorry?"

Strange blinked out of his dazed look, "oh, sorry. Well you see a dimension of power is a world unlike the dimensions you and I are aware off. You see there are very specific conditions for the universe to exists, the exact number of molecules in an atom should be present, the exact spin in a quark, the exact speed of light. Each of these conditions are balanced on the tip of a sword, hundreds and hundreds of swords. And if one fall off, the entire universe will be unable to support life.

"But, they still exist, and the resulting dimensions laws of physics are changed to such a drastic measure it's almost unrecognizable. Like for example gravity could be reversed, where everything is pushed away instead of pulled in."

"Okay, but what does that have to do with magic?" I asked, not that this little tale in quantum mechanics wasn't fascinating, I really wanted him to get to the point.

"These dimensions are unstable, they constantly grind against our own. And if they somehow interact with our own dimension and are subjects to our rules, it can cause different effects," he snapped his finger summoning a magical circle over his fingers, "such as allowing me to do this."

My eye's widened in fascination, "how? How can a human do this?"

"Our minds are quantum machines Peter, meaning they work differently than the rest of our boyd. The nest of electrical signal acts like...like a modem of sorts, allowing us to connect to different dimensions, pulling in that world's energies into our own, and manipulating it. There are thousands upon thousands of worlds out there, each giving a different type of magic. Dark worlds, such as Dormammu, Mephisto's realm, and so many more. As such you need to be careful when using magic, it can quite literally kill you."

I groaned and nodded, "so...Doom was in one of these worlds...and he learnt to control magic, the power of that world,...all by himself?"

Strange nodded, "that man is one of the greatest minds in any dimensions, it is a pity he is almost always a narcissistic megalomaniac."

I smiled, "right….when do I begin Doctor?"

Stephen slide, "if we are to do this, I insist you call me Master Strange, as you are my apprentice."

"Right," I nodded as I finished my tea, "master Strange."

Stephen nodded, "right then Apprentice Parker, follow me," he got up and I followed him out of the room.

"There is just one more thing Master Strange," I called out as we walked down a long corridor.

"And what's that?"

"Why do you want to teach me magic?" I asked. Strange raised an eyebrow as he looked at me over his shoulder, "I'm not an idiot. I know there are limits to professional curiosity. You know I'll eventually return to my own world, so it's of no benefit to your dimension to teach me. So why?"

Strange smiled, "you have a very perceptive mind Peter, that is good, most magical beings are tricksters by nature. You will need to constantly be on your toes."

"Still didn't answer the questions Master Strange," I smiled.

Strange chuckled, "yes, yes….you are correct, I do have a reason to train you. But I cannot reveal it to you."

"Why not?"

"Have you read Harry Potter?"

I blinked, "yeah….why?"

"Well, in the second book Harry had to fight a sixty foot long snake in the dungeons. Do you think if he had know that in the beginning before he even began schooling in Hogwarts, he would even want to go?"

"No, he would be shit scared and would run away," I replied, "but I'm not Harry Potter, I face monsters on a regular basis, so what's my equivalent of a sixt foot long basilisk?"

Strange simply replied, "you will see."

I sighed, "I hope I become as mystical and dodgy as you," Strange said nothing as I followed him around, now I'm really curious, just why was he doing this? Whatever, one problem at a time.

We walked into his library, Strange floated upwards into the rows of books he had put up and used his powers to take out a large number of books. They all began to float downwards and land on a table, slowly forming stacks of books nearly 10 books tall.

"Before learning magic, you need to learn language," Strange explained, as I said, spells are like a program you can use to change reality itself, as such you need to first learn the programing language."

I picked up a text and looked it over, "so...Sanskrit? Hindi? And...Arabic?"

Strange nodded, "you will need to learn them all, their culture, history, myths, everything."

"There must be over a hundred books in here," I looked at the stacks of books.

"Yes, good luck Apprentice Parker," Strange said as he left the library, leaving me alone with the books and a silent room. I sighed and cracked my knuckles, might as well try and learn something.

By two in the morning I was half asleep. I found myself rereading several pages just because I wasn't paying attention when reading them. I sighed as I leaned back and stretched my hands, looking at the ten books I did manage to finish. I wasn't fluent in Sanskrit, but hey, at least now I knew a few words. And a whole lot of Hindu myth, did you know there are over 330 million Gods?

Either way, I was done for the day. I got up and walked out, and suddenly I realised I had no idea how to leave. Strange had taken so many winding paths in the house I lost track, plus my mind was otherwise busy at the time.

I'm so glad Nat's another world away, she would kick my ass if she found out I wasn't paying attention to my surroundings.

So with a sigh I called out, "Strange! Master Strange! A little help please!" I waited but no one came. So with a sigh I decided to risk it, walking out to my right, hoping I would reach somewhere recognizable.

Soon the halls all began to blur together. I swear they didn't make any sense. I passed a painting of a man dancing with a hippo about three times. And every time I did I could have sworn that hippo was with a different man.

And then I reached the end of the corridor. I stood before a door, plain, non threatening looking and I could light coming from below, maybe it was an exit.

I touched the knob and immediately my spidey senses went off. I let go and jumped away, but the door exploded forward and I was sucked in like air into the vacuum of space.

I went flying through purple and yellow skies, finally landing on a staircase that was suspended in the middle of nowhere.

I rubbed my sore head, "what the hell happened?" I looked around and suddenly found myself in a maze of staircases, going every which way. Left to right, top to bottom, and even upside down.

"Hello?!" I cried out, my own voice echoed back at me.

Panic began to settle in but I knew I couldn't let it. I was in enough trouble as it is. I looked around, the door had to be somewhere here. I turned to my left, I came from that direction, stands to reason I need to go that way.

I launched a web line and began swinging over, the vast empty space was really beginning to confuse me.

I shot out a new web line, jumping from the crucido of my last one, when suddenly the staircase I was targeting moved. I freaking moved! What the fuck?!

I screamed as I found myself falling into the abyss below, the vast empty region of purple and yellow all around me.

I turned around and shot out web line after web line, praying one would be long enough to reach another staircase, but they didn't.

"FUUUUUU-" I screamed out, I needed webs, fast! I watched as the vast nothingness below may came up faster and faster. I screamed louder, but I knew no one would come for me.

Slowly I felt my senses go numb. It was like everything about my body began to shut down. There was nothing to smell but me, there was nothing to see but purple and yellow. There was nothing to touch, no air rushing past, no gravity, yet I knew I was falling.

I closed my eyes and prayed, I prayed for something to save me, for something to happen. And suddenly, I felt it. As every other scene turned numb, I turned inwards, and I felt it. A twanging, like the vibrations created on a spider web.

It was as if it always existed inside of me, but only now, after everything else was taken away, only now could I hear it. That sound, that sound that grew louder than my heart beat, that grew louder than everything else in my body, even my thoughts.

Twang.

Twang!

And suddenly my body began to slow down, before being shot back up. I opened my eyes and found a giant golden web shaped like a road right before me. I fell back down, bouncing on it like a trampoline.

Slowly I came to a stop. I got on my feet and looked around. The golden web road extended far beyond everything I could see. It was like it had no end and no beginning. I looked up, the staircases were so far away, I could barely see them. I needed a way to get back up there.

And suddenly, as if it could heard me, the web reacted. It suddenly exploded as each thread in the web shoot up, creating thousand sof more strands, creating a large web wall upto the stairs above.

I gawked, 'what are you?' I waited for an answer, I honestly expected one. But I didn't get any. I didn't know how long this would last, so I acted fast. I used the web wall and climbed back up. My muscles ached from the activity, but I didn't care.

I slumped back on a staircase and painted, my sleepiness gone. I looked down, from this high up I could see so much more of the web.

It extended till the edge of the purple and yellow clouds. And I could see another large road meeting up with it near the very end, like the edges of a spiral meeting an anchor point.

"Oh I'm so fucked," I sighed.

"Indeed you are," came Strange's voice, I turned to see the man sitting with his legs crossed over his thighs, flying down towards me. "Your first day here and you have already gotten into so much trouble."

"In my defence you forgot to tell me how the fuck I'm supposed to navigate your house of horrors!" I sapped back.

Strange just smiled, "well, maybe next time you'll learn to wait."

I grumbled. I looked away from him and back at the web road, "what is this place? What is that?"

"This place?" Strange smiled, "well, you see, this place the place between worlds. It's a pocket dimension that connects to various other parts of this world. A way to travel around much quicker than normal."

"And that?" I asked pointing at the golden web road.

Strange looked down and he gasped. He looked like he was thinking something over before he sighed, "that….is why I decided to train you."

"I'm sorry? How is that a basilisk level threat?" I asked him.

"It's not the danger I was worried about, it's the magnitude," Strange snapped his fingers and suddenly the clouds of purple and yellow began to slowly vanish, revealing a galaxy of stars just behind them, "this dimension connects various other spots in my dimension. But that web line, well, it connects to much more."

Suddenly the world around me began to grow smaller and smaller. I found myself staring at the golden web road slowly being revealing to something bigger.

The sky and ground became clusters of stars, whole galaxies were strung up before Strange and I. It was like looking at an image on the entire universe, but only the universe was a small pixel in the image I was now looking at.

But in that image there was one structure that dominated everything else. It grew to look bigger than whole galaxies, the golden web road I found myself was big enough to house a city block, but it was but a small atomic part of the giant web I found strung around the entire multiverse before me.

"It's called the Web of Life," Strange informed me, "no one knows how it began, it was there since before time itself. Many say it was left behind from the multiverse before ours, I however believe in a different theory."

He turned to me, "in every multiverse there are beings with superhuman powers. And almost always, one of those beings are a totem of the Spider."

My eyes went wide, "a Spider powered hero," it wasn't a question, it was a fact.

Strange nodded, "yes. They are the reason the Web of Life exists. They generate it with every breath they take, with every action they take. It binds the whole of the multiverse together, a source of power of amazing, no sorcerer has been able to channel even a fraction of it. To do so would be like touching the sun itself, only a thousand times more hotter.

"But, there is an exception," he turned to me, "only a Spider may use the full capabilities of the web. Only a Spider, no one else. And in the whole of the multiverse, there has never once been a Spider who has tried. Until you."

I turned to Strange, "you want me to use this power? Are you crazy?! One wrong move and I can kill hundreds!"

"And you can save billions," he shot back, "I'm no fool Peter, I know your capabilities, I understand your powers better than you understand yourself. I know what you are capable off, I can see your potential."

"But why?! Why do I need to do this?! What's out there that I need to wield the power of the freaking multiverse?!"

Strange looked at me and whispered, "the Doom of all life," six bright lights shined over his head, red, blue, green, purple, orange and yellow and together they formed a gauntlet, "Thanos is coming, and he will destroy everything."

I gawked at Strange, "how?"

"I have seen it. As a Spider grows stronger so does their connection to the Web of Life. And your connection is the strongest I have seen for a long time," Strange looked over his shoulder as suddenly one thread point began to glow brighter than everything else, it was so close to the center, I knew if that was to be destroyed, it would bring every other thread down too.

"I-I can destroy the multiverse?" I asked in horror.

"Yes," Strange nodded, "your death at the hands of Thanos with the infinity stones can cause it all to collapse."

"B-but that's not possible! I'm nothing! How can one Spider bring it all down?! How?!"

"It's not just you, the world you come form is also located close to the heart of the Universe," Strange looked over to the web as a notch near the center glowed brightly, "it's perfect."

"This isn't' possible! I'm not even-!" I stopped, I was about to admit my deepest secret, but I stopped myself before.

But then Strange continued, "you're not what? The real Peter Parker?" he didn't look surprised, in fact, he looked relieved, "I know."

"W-hat? What do you mean you know?!"

"I know you are not really Peter Parker," Strange replied, "I know, to you, all our worlds are nothing but stories. But, that changes nothing. The moment you put on that mask and made those web shooters, you became Spider-man. A hero, it doesn't matter if you aren't born to be superhero, you chose that path and have traveled it like any other."

I stared at him, my mouth going dry, "I can't."

"You can, and you will. You may not be Peter Parker, but you understand the price of power and the responsibility it carries. You understand what it means to be Spider-man, more than anyone else. That is why you will become the Sorcerer of the Web, Protector of Life itself. That, is your destiny. It always has been."

* * *

 **There we go, magic. Anyway, sorry about the previous chapter, the April Fool's joke chapter was mean, to thoes who were tricked I apologize. That omake was funny though right? Hehe.**

 **Anyway, magic is here, cue the Harry Potter theme song. Now, I'll say this- PETER WON'T BE A SOCEROR!**

 **As much as that idea sounds...pleasing, it doesn't fit into the entier story. His charecter is one that majoritly is fixated towards science, though he will dable now and again in magic, it will not become a major part of the story, got that? Great.**

 **Anyway, the next chapter is coming up soon, wait a few hours. Also, to my Pat/rons on Pa!tre/on, I am sorry I haven't been very active the last month, it was more...challengeing than I thought. Anyway, I'll be putting something up soon, I promise.**


	38. Strange's School of Sorcery & Spidery

I ran. I just bolted out the moment he let me out of that kaleidoscopic hell hole. I ran out the front door and I jumped out to the city swinging away like a bat out of hell.

Oddly enough, he didn't stop me.

I swung into the city, desperate for space, though no matter how much I tried I couldn't. I needed a place to think, to let myself relax. Queens was too far away, but the Baxter Building was just two blocks away.

I swung over and landed on the room, sighing in relief as I sat down on the edge of the building and took off my helmet, painting as I tried to calm myself.

I was still processing what he told me. Why he was training me in the first place.

It just didn't seem to stick in my head.

Magic so powerful it bound the multiverse together, and I was the only one who could access it.

And worst of all, he knew who I was. Who I really was. Not Peter Parker, someone else. That thought alone kept me up, I sat on top of the building I was familiar with and tried to think, but I found myself unable to make a single coherent thought.

"Spider-man?" I looked up and was surprised to see Franklin flying before me.

I blinked, "Franki? What are you doing up so late?"

"It's six in the morning," he said with a raised eyebrow, I was shocked, I looked over his shoulder and sure enough, the sun was coming over the horizon. I have been here all night.

I sighed, rubbing my eyes, "sorry, it's just I...I didn't know what else to do. I'm dealing with a lot right now and I needed somewhere familiar to think."

"I understand," the boy smiled as he dropped down, sitting next to me, "want to talk about it?"

"No I-" I stopped, looking at the boy I was reminded of his mother, the hair and the eyes, so much like Sue's. I sighed, "yeah...maybe. I...I just found out I have a destiny or something and now I'm panicking. I have no idea what to do and I'm super fucking lost."

Franklin chuckled, "so you're having an identity crisis?"

I snorted, "yeah, kind off."

"Well...what are you afraid of?" Franky asked.

"I'm...I'm afraid that...of failing," I remembered the words, if I died in Thanos' hands, so did the rest of the world, "and I'm afraid I wont' be strong enough for when the time comes."

Franklin nodded, "I see...but...why not?"

I looked at him, "huh?"

"I mean, your blood has the ability to give you the powers of others right?" he motioned to me, "just take the powers of people who know would say yes and get stronger."

"Franklin, it's not that simple. I know what happens to people obsessed with power, you've seen what happened….what happened to me when I got that Cosmic Rod."

Franklin sighed, "yeah...I do."

I closed my eyes, "I don't want to even think of becoming that kind of monster again Franky...someone who cares more for power than the people who love him. Someone who...a monster..."

"I...I get it," Franklin reached out and touched the band of golf around his head, "this thing, it keeps my powers in control. I can't...I can't control them. I doubt I ever can. But I use it to help people, and slowly but surely I'm becoming stronger and stronger. I am aware of the danger I am...which is exactly why this power is safest with me, and no one else...well...other than you I guess."

I blinked, "what are you walking about?"

"Spider-man, you're a hero unlike anyone else. My mom used to tell how amazing you were, how selfless, how brave. If anyone deserves power, it's you."

"Franklin, I'm not the same person you know. I'm not you're version of Spider-man," I argued.

Franklin smiled, "from what I've seen so far...that's a lie. You're exactly the same as my Spider-man...which is why...hold on a second," he said before suddenly flying into the air and going down, back into the building.

I waited curiously for him as he came back three minutes later, in his hand a vial of something blackish. He grinned as he tossed it to me, "don't' worry about breaking it, dad made the vial indestructible."

I looked it over, the sun's rays turned the nearly black liquid red, "what is it?...Blood?"

Franklin nodded, "yup. My blood."

My eyes widened, "Franky! Why did you do this?!"

"Because...you're my hero," he smiled, "and if you can save the world and yourself using my blood then go for it."

"Franklin you are the strongest mutant in recorded history, beyond Omega level! I have no idea what this could do to me!"

Franklin shrugged, "true...but maybe it can help you save the world," he gave me a salute, "good luck Spidey!"

And without a word he took off, flying back inside. I blinked, did that seriously just happen? I looked at the vial of blood in my hands, blood that could potentially make me a beyond-omega level mutant.

And it shook. It couldn't...I can't use this. It was a drug of sorts, forcing me to become addicted to it, relying on power gifted freely is a slippery slope and so far I have been careful. But now? Now I needed more power and it just dropped in my lap.

Ten months, that's how long the Reed Richards of this Earth told me I would need before I could boost again, before...I could become stronger.

But I didn't want too, I never wanted to become a power hungry lunatic, that's always been my greatest fear. To be so powerful that I loose what makes me human.

So now, I had a problem, Thanos was coming, and I had two solutions. Use Franklin's power...or fight them with my own.

I took off, swinging back to the Village. I landed at Strange's door and walked in, it wasn't even locked,

I remembered the directions to the kitchen and moved. Inside I found him sitting on a small table sipping tea as the whole kitchen around him was alive. I saw everything moving on it's own, preparing breakfast as if made by a pair of invisible hands. God I love magic.

Strange looked up from a large tome he was reading, "ah, so you're back. I had a feeling you would."

"I'm sure," I looked to him nervously, gulping away, "I...I'm sorry I ran."

"It's alright. It's only natural...after what I told you," Strange sighed, "please, sit."

"Thanks," I sat down as a cup of coffee floated into my arms, sugar flying out from the counter on the table, mixing itself into my drink. I raised an eyebrow, "huh, cool."

Strange nodded, "you'll learn how to do it soon."

I sipped my drink as I slowly looked at him, "so...what now?" So many thoughts running through my head, but before Strange, I had only one.

"You're afraid of what I'll say about you taking over Peter Parker's body."

"Yes," he was blunt, but I didn't care. The faster this was over the faster my heart will stop tap dancing inside my ribs.

"I must admit, when I first scanned you and found this...alteration, I was skeptical," I groaned, "I didn't know the kind of man you were. So when you left my home yesterday, I followed."

"You spied on me?" I asked in surprise.

He nodded, "yes. I wanted to see what kind of man you were. You spent the entire day saving people who weren't even yours to save. You helped people from a world not even yours, and then I realised, you may not be Peter Parker, but you are a damn fine Spider-man."

I was silent, his words rolling around in my head. "You offered me the magic teaching job before knowing what kind of person I was?"

Strange nodded, "yes. I did. If you had accepted immediately I would know that you desired power above all else, I would have wiped your mind and tried to bring back Peter Parker."

"Could you?" I asked immediately in fright, "c-could you do that?"

Strange sighed, "unfortunately, such an action would be pointless. I saw a little further into your head yesterday-"

"-Hey! Not cool!"

Strange smiled and continued, "I found that if I did bring back Peter Parker, it would be one that had never gotten a spider bite and never learnt to be Spider-man. I would be reversing all the good you have done, all you have become. Plus it would very, very painful for both you and Peter. So no, I decided against it."

"But you could do it, if I ever become too much of a problem," I narrowed my eyes, the threat clear.

"Yes, if I wanted too, I could," Strange nodded, "but as I told you, you are a huge part of the Web of Life, a big part of it. As such, I can't do it unless risking the Web collapsing in on itself. As such, you are very much safe from me Pe...I'm sorry, all this time and I never bothered to ask, what is your name?"

I blinked, "it's $#%#$."

Strange blinked, "I'm sorry?"

I sighed, "it's not your fault. Whatever being put me into Peter's head also prevented me from sharing any information I know about my old world and the knowledge from it. I can't even freaking say my own name. I had my world's Charles' Xavier look into it, he had no clue what to do either."

Strange nodded, "I see, interesting."

"How did you know I was from a world where all of this came in comic books?" I asked him, "as I said, my mind is protected, so how?"

"I used this," Strange pointed to an eye shaped golden amulet around his neck, "the Eye of Agamotto, powerful and very good at what it does. No secret can hide from me."

I blinked, "so can you use it to read my mind and find out details about my world?"

Strange shrugged, "I don't know, I haven't tried, nor am I going too."

"Why not?" I asked curiously.

"Whoever put you into Peter Parker's body is powerful, very powerful. And dangerous. If I do this, it might see me as a threat and try and destroy me. I would rather not risk it, besides, I have been sorcerer supreme for a long time, I have learnt during that period some knowledge is better left unlearnt."

I looked at him before slowly nodding, accepting his answer. It made sense, I suppose. He wasn't lying to me, I think, so he just wants everything to be in one pices, which if pretty much what I want as well.

I finished my tea and got up, walking out the door. "Where are you going?" Strange asked.

"I have to tell Peter and MJ about where I'll be staying. And then I have about a hundred books to read, Master Strange," I called back, "I'll see you later."

Strange chuckled, "very well Apperatec Parker. But don't forget to eat something, you'll find your mind much more willing to bend on a full stomach than an empty one."

I nodded, "right," as I walked the weight of the vial of blood Franklin had given me was heavy in my pocket. I had made my choice, I chose to earn power rather than take it. It was nobel, but foolish. And if I wasn't ready for when Thanos came, I know I won't hesitate to use Franklin's blood.

Sometimes...sometimes, you need a monster to kill a monster.

 **A week later:**

I stood in the middle of a training field, my legs apart and my arms tucked into my sides. I moved robotically, my movements following the pattern that I memorised. The kata coming out smooth, like a river.

I tried to feel it, the power that Strange said I held, I moved, placing both palms before me before spreading them out in a circular movement, pushing whatever energy I'm supposed to have out, willing it to come out. But nothing came.

"I can't do this!" I cried out throwing my hands into the air, "it's impossible!"

Strange smiled, "there's no such thing. Try again Peter, I promise, you will eventually understand the process."

"Dude! It's just me waving my hands around like a moron! How's this supposed to help me learn magic?!" I was on a very, very short fuse.

But Strange was patient, he replied smoothly, "did you read 'The Power of Chakra Movement'?"

"Y-yes."

"And what does it say?"

I sighed, "that the movement of my body and the clarity of mind will unlock the body's spiritual energy, combining it with our physical abilities."

"Correct. You have mastered the body, but tell me, how you mastered your mind?" he narrowed his eyes, "or have you gotten distracted."

"I'm not distracted!" I hissed, "I….I just can't focus!"

Strange smiled, "that's what distracted means Peter."

"No...I mean I understand what I have to do, and I'm focusing on it but...nothing happens!"

Strange hummed, "I see...well, then maybe it's time you take a break. It's nearly time for school, maybe a short break will freshen your mind."

"I'm training to be a sorcerer Master Strange, do I really have to go to school?!" I grumbled.

"Yes, you do," Strange smiled as he walked away, "besides, you need the break."

 **A few hours later:**

I grumbled as I walked out of the class of the day. Even though I was being trained to be a soccer, both Peter and Strange demanded I go to school. I don't know why they're so insistent on it, but I can't say no, especially not to Strange. For every day of school I skip he puts me through three hours of mind numbing training.

So here I was, five hours wasted learning something pointless or something I already knew. I was just about to head off to Strange's place when I heard someone call out for me.

"Bruce! Hold up!" I turned to see May and Felicity run up to me, looking excited.

I blinked, "hey girls, what's new?"

"Hey, you free right now?" Felicity asked sounding extremely giddy, "there's a girl's basketball game after school and we need people to cheer us on!"

I blinked, "there's a game today?"

May nodded, "yeah, and it's a pain in the ass to get people to come and support us."

"Could you come Bruce? Please? It could really help!" Felicity said in a begging tone.

"Yeah, come one Bruce, it should be fun," May smiled, "besides, you look like you could use a change of pace."

I sighed as I rubbed my eyes, "yeah...you're right. Lead the way ladies."

Felicity grinned, "yes! Come with me! Oh and quick question, do you mind holding up a poster and cheering out"

I shrugged, "hey, you girls win and I'll treat you to dinner."

"Really? You mean it?" Felicity asked with a flirty smile.

Immediately I was on guard, May blinked in shock too, guess she realised what was happening. Shit! Shit! This was bad! Defuse the tension! "Y-yeah, sure thing kiddo," I patted her on the head like a father would their child.

"Great! Make sure you keep your promise Brucie!" Felicity winked, "alright May! I'm going ahead!"

"What? Why?" May asked bewildered.

"I'm going to squeeze in some extra training!" Felicity blew me a kiss, "you're so going to take me out to dinner mister!"

"I-I didn't mean it like that!" I cried out.

"I don't' care!" she sang as she quickly left, heading off to the gym.

"That….was awkward," May whistled.

I groaned, "yeah...now I know how you felt Johnny hit on you. So weird!"

"Well, doesn't she kind of look like you're Felicia?" May asked.

I turned to her, "would you date my version of Johnny if he looked like Franklin?"

May blushed, "what?! No!"

"Exactly. Plus, no one can substitute for my Kitten, no one, ever."

 **That night:**

"Go Midtown Tigers!" the announcer cheered soon followed by the sizeable crowd that had gathered in the gymnasium to cheer on the girl's basketball team. The Home team was leading by twelve points, while the visitors were quickly catching up.

I sat in the fifth with a giant poster held over my head with the words, 'Get them Tigers!', held over my head. The match was kind of slow for my taste, but heck, what can you do.

May and Felicity were killing it on the court, like two perfectly in sync partners that spent years working together. Seeing the way May passed the ball to Felicity reminded me of me and Kitten, how we had each other's back while in costume. Hm, these two would make a great team now that I think about it.

Flash was there as well, or as the rest of these kids call him, coach Flash. I didn't have the pleasure of taking his class yet, thank god, but I seeing him now, heh, I'm glad I got the chance.

Flash had aged, badly. He didn't just look forty, he looked like Ben did in my time, well into his fifties with a big belly, wrinkle covered face and a fat nose. While my future self looked fit and sexy for his age, despite the beard.

I knew this wasn't my Flash, and sure, maybe he does mature eventually, but fuck it. It felt good knowing this was what awaited him. Wahahaha!

I grinned seeing the bald spot on his head, hehe, sucker.

"You know, if you keep staring at him so much, the bald spot might just grow bigger."

"You'll slipping up in your old age Kitten," I smiled turning around to see the older Felicia Hardy staring down at me, "I heard you sneak behind me three minutes ago."

"It's the cast," she pointed at her leg. She was discharged from the hospital only a few days ago, Felicity was all excited about it. Felicia still had an eyepatch and a cast over her left shin, but otherwise she was fine. She wore a pair of jeans and a leather jacket, an odd combination for a woman of her age, but she managed to pull it off.

"Sure it is," I smiled as I sat down next to her, putting the banner aside. We both turned to the match, Felicity had just scored three points, "that's some girl you raised Kitten."

"Yeah," Felicia smiled, "she's something else."

"Is she close with her dad?" I asked looking at Flash cheering her own from the side, "she hardly ever talks about him."

"Just between you and me? She's a full on daddy's girl," Felicia chuckled, "she and I actually began to fight a lot after I divorced him. She lives with me, but he was always her favorite."

"So weird," I grumbled, "Flash Thompson, parental figure."

"You really need to get that chip off your shoulder Peter," Felicia smiled, "girl's don't find jealousy sexy."

"I beg your pardon, but I know one girl who definitely does," I grinned, "don't even pretend for one second you don't like it when people fight over you. I know you Felicia Hardy, even if you aren't the one I grew to love."

"Maybe," Felicia shrugged, "so, any luck finding a way to leave this place and back to your own world?"

I sighed, "no...it's more of a wait and see kind of deal. Why? Are you eager to see me gone?"

"You remind me of a world where I had the man of my dreams Peter, of course it's difficult to talk to you."

"Then why did you?"

"Because...I would kick myself in the ass if I didn't at least try," Felicia's smile turned sad as she looked at her ex-husband, "did you know I only began dating Flash to spite my Peter?"

"You did?"

"Yes. I was so angry he chose MJ over me I decided to try and seduce his best friend."

"I'm going to stop you right there missy," I held up a finger, "Flash was my best friend?"

"Yup."

"God this world is fucked up. Please, continue," I sighed.

"Right. Anyway, at first it was just for pure manipulation, I didn't care for you. But then...I found myself slowly falling for the guy. Until...well, you can see the result yourself," Felicity and May cheered as they called for a break to discuss team strategy for the last ten minutes of the game.

"So why did you split up?" I asked her.

"Because we wanted different things," Felicia sighed as she scratched her eyepatch, "he wanted a docile wife and I wanted my space. I wanted to travel, he wanted to...well be a damn coach in this small little place. I refused to be tied down...is your Felicia the same?"

I nodded, "yes, she is. But so am I. I may have a scene of duty to this city, but I wouldn't mind spending a month or two in Rome or Paris, just being with her wouldn't be so bad."

"Right...well, anyway," Felicia huffed, "things just escalated from there. We had kids, though we kept fighting. Eventually we separated, Flash got our son and I got our daughter. And...that's just the way things have been."

We sat in silence as we watched the end of the game. She and I watched our children work together to gain victory, though I was only genetically May's father. I turned to her and spoke, "tell me Kitten...do you wish you could go back and change it all?"

"No," she didn't hesitate as she smiled right at me, "this is my life...I refuse to leave my daughter for such a selfish reason."

"Heh, if only your father was the same," I snorted.

"I know he isn't the best father in the world, but he is still your Felicia's father, remember that Pete."

"I know...doesn't change the fact that if I get my hands on him I'm breaking his fingers for selshifly endangering his family like he did," I growled.

"I won't like that," she said.

"Then? What should I do?"

"Well...if you do find her-"

"-If she wants to be found."

"Right, if you do...hug her and kiss her and don't let go until she pushes you back. And then….well, everything else can wait until after that," Felicia smiled, once again scratching her eyepatch.

I groaned, damn Richard Fisk, that bastard. I wish I tracked him down and gutted him. Last I heard he managed to gain immunity in exchange for rating out all his partners and employees. That's going to make him a lot of enemies, I personally hope he dies in the gutter.

I noticed the bruising around Felicia's eye was slowly darkening, it must mean the blood vessels was flooding her damaged capillary tubes. I could...theoretically, I could use my body's energy to heal the tubes, feed them energy to speed up the process. But...I never could before, hell, I couldn't even summon a magical circle before.

"What's the matter?" Felicia asked with a smile, "you've been staring at me for sometime now."

I smiled, "I just realised how lucky I would be if I could grow old with my Felicia. If she ends up looking like you I would never grow bored of having sex."

"Ha-ha," Felicia rolled her one visible eye, "I know I'm old Peter, you don't have to rub it in."

"I'm serious Kitten," I smirked.

"I'm sur you-" she winced again, rubbing her iching wound. Immediately my mind was made up.

"Here, let me," I said as I reached for her eyepatch.

"What are you doing?" she asked as my fingertips touched her face, feeling the warmth of blood flowing underneath her skin.

I focused, gathering up whatever energy I could, remember how I felt when I channeled m electric powers, and pushed them forward, imagining the way I wanted the energy to move.

I felt it slowly move, I opened my eyes and there it was, a wisp of golden energy coming out of my fingertip and into Felicia's skin. Immediately I saw the size of the bruising reduce. Felicia gasped as it happened, I dropped my hands, exhausted from the simple act.

"H-how did you do that?" Felicia asked.

I smirked as I wiped the sweat from my brow, "I'm learning a few tricks from Dr. Strange."

"Okay...you're so not the Peter Parker I'm used to."

"And the Tigers win!" the announcer cried out, ending the match in Midtown's victory. We turned to see Felicity and May cheering with the rest of their friends, all together, all happy.

"Thank you," Felicia said drawing my attention to her just in time to feel the touch of her lips on my forehead as she laid a gentle kiss on me, "that helped."

"N-no problem," I replied.

"Don't worry Peter," she got up, managing to hold herself up despite the cast, she looked down at me and smiled, "I'm sure she's just waiting to come back to you. Just don't give up on her."

I nodded, "I won't...now, do you need help climbing down?"

Felicia chuckled, "yes, kind off!"

That night I spent it with Felicity and the rest of the women's basketball team in a dinner. I did promise to pay for dinner and a promise is a promise. May offered to chip in, but I refused, it was my treat, they earned it.

 **The Next Day:**

Stange watched from one corner as I went through the kata's he taught me. At this point I knew it was pointless, but I did it anyway, and now I wasn't even focusing on what I was doing, no, I was too busy remembering my Kitten.

Last night stirred something in me, I kept her buried away, refusing to recall her to mind, but now I did.

I remembered her smile, her laugh and the kissed she planted on my lips. I remembered it all, like a clear picture reflected off off a still lake. Memories, reflections of my life.

My body moved on muscles memory alone, moving through the various gentle movements Strange drilled into my head, but my mind was elsewhere, all the other things bleed out. All this time I was stuck here, all this time, I never once thought about her, I thought it would hurt, but….it didn't. It was like seeing a picture of the sun after a long time.

My arms began to slowly glow, I could hear the sanskrit chant inside my head playing like a hymn in the background as memories of our first date came up. Strange got off his chair and on his feet, watching me with interest.

I brought both hands up, I remembered her laugh. I put one palm up and one down, I remembered her chuckling at my stupid jokes. As my arms moved in a perfect circle, a fiery red circle appeared in its path.

I felt the power seep out of my body and into the structure before me. Felicia's smile melted away, the slogan took over my head as I opened my eyes and stared at the perfect magical circle I had made.

I moved forward into the second kata. My arms moved like a viper, the lines shooting out of my fingertips like silk from a spider. Two rectangle adjacent to each other were formed inside the circle, rotating clockwise.

I moved to the third kata, move both hands back, performing a complex movement that cracked my knuckles and nearly popped my shoulder. I thrusted my arm forward, creating a single dot in the middle of the circle.

WHOM!

The magical circle before me began to hum, I watched as it began to spin around, transforming before my eyes.

It became a circle with a web design inside it. Thousands upon thousands of strands that were all connected to the center. I found sanskrit words written around the borders of the circle, this was it. My magical focus, the thing I would use from now on to perform any type of magic.

"Very impressive," Strange called out.

The fiery red circle slowly vanished as I let my attention drop. I sighed as I felt the strange pressure of magic break away from me. I looked at him and nodded, "did I do okay?"

"You did well for a first timer," Strange nodded, "may I ask what happened that caused this?"

I looked at my arms, "I….I was thinking too much. Before I kept thinking about what would happen if I fail, or how I was never meant to be a sorcerer. I didn't realise...I didn't realise I was supposed to feel out the magic, I kept trying to think it out."

"And what made you forget all that?"

"The girl I loved," I sighed. Strange raised an eyebrow, "Felicia Hardy."

Strange's eyes went wide as he winced, "I don't envy you my Apprentice."

I rolled my eyes, "she's not that bad Master."

"She is, and you know it," Strange chuckled, "now, practise this once more. Next time, try and make do with without a focus. I understand it's useful, but right now you need to make this second nature to you, after all it is the bases of all magic you are now going to learn."

I nodded, I cracked my knuckles and got to work.

 **A day later:**

"You did well with the exercises," Strange smiled at me, "as such, I believe you have earned these," he presented me with robes that looked like they were japanese in origin. Dull red with a black belt tying them together.

I looked at them, "ah...thanks?"

"They are Apprenticeship robes," Strange explained, "the represent that you have finally earned the right to be called my apprentice."

I blinked, "so all this while-"

"-No," Strange shook his head, "your discovery and mastery of a magical focus is the first step."

I blinked, "huh…..so do I have to wear these?"

"Yes, the organic material help channel energy better. Plus they look cool," he smiled.

"Right..." I blinked, Strange narrowed his eyes, challenging me to say something, "I love it!" Note to self, when leaving back to home dimension, 'accidentally' forget to pack these robes.

Strange smiled, "good. Here, you have also earned this," he passed me a cloth bag with my name embroidered on the front. It was the size of a normal duffle bag, but it could be rolled up to the size of my hand if need be.

"What it this?" I asked him.

"A storage pouch," he explained, "a soccer's greatest tool. And your first one. It can store any number of items for you, and will be weightless as well. And when not in use simply channel magic into it and it will react to your will to change shape."

I groaned as I did as Strange said, channeling what I once used to power my bio-electrical energy into the pouch, causing it to shrink down in size. I smirked, "this is so cool!"

Strange smiled, "I'm glad you like it, now go change. We will begin your first real lesson soon."

I did so quickly, putting on the red gi that ended around my arms in tight wrappings and my leg in comfortable cloth like slip ons.

"Now that you have finally mastered the basics, we can move onto your first branch of magic," Strange said as he walked around me in a circle, "as you now might understand, the power of the human mind can't be underestimated. It can do many amazing things. As such, one of them, is telekinesis," he snapped his fingers and suddenly every piece of furniture in the room began to float.

I looked around, "holy shit."

"Your mind can interact with the physical realm by channeling power into your brain waves, like you have learnt to do through your meditation and katas," Strange explained, "using this, you shall be able to move any object with just your mind."

I blinked, "wait, so is telekinesis magic? Does that make Jean Grey and other mutants magical?"

Strange smiled, "you caught onto that very quick Apprentice Parker. The answer to your question in half and half. You see mutant are just that, mutations to a normal person. As such they have access to certain things, such as energy fields and power, that we soccer's have to strive for through training and learning. Years of it."

"So...mutants use cheat codes while we have to do it the hard way around," I summarised.

Strange nodded, "yes, I suppose that's an accurate statement. So you see, mutants and humans aren't very different at all."

I nodded, "but what about mutants like Beast or Logan? Their physical mutations?"

"Something any lab can now replicate," Strange shrugged, "it would honestly not be that hard to do."

"Alright...who's a better psychic? You or Jean Grey."

"As you said Apprentice Parker, we do things the hard way, they have cheat codes," Strange smiled, "now, begin."

I took me a fucking week to move a pencil box. A fuckign week. I had my mind cleared, I had magic pouring through my veins, but it took my brain a week to realise it could do more than just think.

It was honestly the strangest experience of my life….fuck, I made a pun didn't I? Fuck me. Either way, I spent that week training, so now finally I had another skill down pat.

 **The next day:**

" _Don't fuck with the Yakuza bug boy_!" the japanese gangster cried out as he open fired on me. Lighting up the entire docks with the sound of his machine gun.

" _Spiders are arachnids! Not bugs you idiot!_ " I replied back, leaping behind a crate. I looked behind me, the crate of smuggled asian slaves were huddled together inside the frater cargo hold they were smuggled in.

I needed to move the guns away, one random bullet enters that crate and ten people die. I looked up before ducking back down, avoiding the barrel of four machine guns. The bullets keep coming, soon the single gangster is joined by three others, all focusing fire on me.

I looked around, immediately spotting a crane hanging over us. I got an idea, "Sexy, think you can hack into that crane's systems?"

" _Can do Spider. What do you want me to do?_ " the AI asked.

"Lower the claw before the crate," I motioned to the open frater doors.

" _I'm on it,_ " Sexy replied.

I waited, the crate I was hiding behind was slowly being ripped away into nothing by the bullets. I suddenly felt one right across my shoulder tearing through my costume. I winced and held my arm, it was already healing but my spandex costume was torn.

'Peter is so going to be pissed,' I grumbled before I heard the whirring of machinery. I looked up to see the crane room around the harbour, it's actions drawing the yakuza's attention, making them pause.

The crane went over their heads before stopping before the frater with the smuggled people inside and dropping down like a lead ball.

Boom!

It crashed into the ground with such force the crater jumped a few inches off the ground, startling the people inside, throwing them off their balance. But now the claw served as a barrier against the bullets, meaning I could finally move.

"Thanks Sexy, you're a lifesaver," I grinned as I leaped over my now destroyed cover and charged at the yakuza, " _yo! Fuckers!_ " I yelled in japanese, " _kiss my ass!_ "

" _Kill him!_ " the leader cried out, the four opening fire at me. I ducked under their line of fire, the bullets sailing over me and hitting the crane claw covering the frater, I'm so glad that worked.

I leaped into the air and launched two web lines at the nozzle of the guns on my left and right, covering it with webbing before I pulled with enough strength for the guns to come flying out of their hands.

I then leaped forward and kicked the leader in the gut with enough force to send him flying back into the crate behind him before spin around and clocking the remaining armed yakuza in the face, knocking him out instantly.

" _Shit shit shit!_ " the man to my left cursed and ran away, his face covered in fear and panic.

" _You coward!_ " the man on my right drew out a handgun and leveled it at my face, " _die you bastard!_ "

Bang!

Skit!

Two claws popped out of my right hand, deflecting the bullet before it could hit my face. The man looked scared, he tried firing again, but I was faster.

I charged, swiped at his gun, cutting it into three pieces, three very tiny pieces. I then grabbed him by the collar with my left hand and threw him into the air, launching a web grenade to stick him against a stack of crates.

I then turned and saw the last yakuza enter a maze of crates. I leaped into the air and followed him from atop the stack of crates, his heart beat so loud I doubted I needed my advanced hearing to hear it from here.

I followed him, he had almost made it out of the harbour when I shot a web line out and grabbed him but the coat, pulling him up to me.

He came flying at me, I grabbed him by the neck and held him over the edge of two stacked crates, each around fifteen feet in height, his legs dangling limply.

" _Who do you work for?_ " I asked in perfect japanese. Those lessons with Natasha really came in handy.

" _I-I am a Yakuza! If you kill me they will hunt you!_ " he spattered.

" _You aren't yakuza,_ " I ripped his tie off and then tore open his shirt revealing a bare chest, " _you don't have the tattoos. Plus, Yakuza don't trade in human trafficking. The Chinese do. Now,_ " I squeezed, hard, "who, do, you, work for?"

"Fisk!" he gasped, "Richard Fisk!" He dropped the japanese, out of fear? Or was it never his native language in the first place?

"He's coming back?" I raised an eyebrow.

"Yes! Yes! He said he'll be coming back soon!"

I chuckled, "really? Damn, he's stupider than I thought. Where is he?"

"I don't know!"

I heard his heart skip a beat. "I know you're lying. Tell me the truth, or I'll drop you."

The man chuckled, "you wouldn't dare. I know you hero types, you're all the same. You hurt, but you don't kill!"

I looked down, "we're standing on two standard sized frater crates...around fifteen feet each. That's thirty feet….hm, the highest point a human can fall from and not die is forty feet….yeah, let's risk it," I let go.

"ARGH!" he cried out.

I shot out a web line and caught his ankle as soon as he passed the second crate. He looked up at me, revealed. And then I let him go once again.

"ARGH!" he cried out in pain as he landed on his legs, nothing broke, he was just in pain. I landed next to him, grabbed his curled up figure by the neck once more before pinning him to the metal crate, "where. Is. Fisk?"

"H-he's in a warehouse up in the Bronx! We were supposed to bring him the people in one hour!"

"Where?" I asked.

"It's on Hunts point! He's waiting for us there with a couple of hundred guys!"

Immediately Sexy pulled up a display on my HUD marking the spot, "I see. Thanks," I let him go, walking away, Hunts point...again? Hm, same spot, different crimes in different worlds. What a coincidence.

"Sexy, call the police and notify them about the human trafficking ring we discovered."

" _Right away Spider. Shall I inform them about Fisk as well?_ "

"No, not yet. First I want to have a little chat with him," I saw the man I just interrogated get up and try to make his escape. I turned around and fired a web ball at him, pinning him to the crate, "yeah, I'm not letting you go that easily."

 **An hour later:**

BOOM!

Richard Fisk flinched, "what the hell was that?!"

Boom!

The door to his office flew off its hinges as one of his men came flying through body first, crashing into Richard's desk, knocked unconscious.

Immediately Fisk's heart rate began to increase, he couldn't believe what was going on, no one was supposed to know he was back, no one! He drew a handgun for protection, aiming it at the long open corridor that lead to his office door.

"You know, when I decided to let you go that time, it was only because Mrs. Hardy asked me too," I spoke as I webbed his gun and pulled it out of his hand.

Fisk turned around, his eyes widening in fear. I climbed through the window and into his office, "you were told never to return Fisk...why risk that?"

"This city is my birthright," he gulped as he slowly backed away, "I am-"

Thwip!

I webbed his mouth, "not interested."

Skit!

I grabbed him by the collar and smashed him into the wall of his office, the stingers on my right hand pressed against his neck, "now then, let's have some fun."

"ARGH!" he cried out. I didn't kill him, no, I didn't even cut him with my claws. But I did break a few fingers, which felt nice.

Around six in the morning I swung my way over to Strange's place, it was early in the morning and the sun was barely up. The city that never sleeps, that is true. But from up here, the city looked very very peaceful. Not a thing was wrong. It was perfect. Which wasn't true at all.

I knew this city...it was sick, May and Felicity will have their hands full. But, I did them a solid in getting rid of Richard Fisk, so at least they don't have a complete shit hole to protect.

Eventually I made my way to the Sanctum Sanctorum. I climbed inside through the attic and went into the kitchen finding him sitting on the dining table reading the paper. "Long night?" he asked.

"I stopped a human trafficking ring and caught Wilson Fisk's son from reforming the Kingpin empire in New York," I shrugged as I sipped my coffee, "oh and I destroyed the costume Peter lent me," I pointed at the bullet holes I had gained, "damn cheap shit."

"You can wear these robes then," he said throwing a set of red robes at me.

"Hey! My robes! I thought I lost them," I grumbled glaring at the offending piece of cloth.

Strange smiled, "yes, apparently they grew legs and leaped up onto my chandelier and tucked themselves in tight. Now," put the paper down, "how are you coming along with your weapons conjuration?"

I clicked my fingers, forming my magical focus to create an ethereal rod made out of golden red glowing energy. I grabbed it and spun it around, "it's not bad but….still too slow to form."

"Well...it's decent enough. Come, we'll move onto the next stage," Strange replied as he got up left the dining hall. I sighed as I followed him to his study and watched as he moved the furniture to the back.

Strange held up his hands and placed them facing each other. Suddenly a magic circle was formed between his hands, Strange slowly pulled them back, creating a line of magic that looked like it was being weaved by Strange's will.

He caught the strand with his right hand and flipped it around, making it curve around in the air like it was alive. "This is the whips of Vastha, very deadly and very powerful, if you know what you're doing," he had the whip turn into a lasso which he then used to grab a lamp and throw it across the room.

Strange then shoot the whip over his head causing it to fly up and strike the ceiling. He pulled himself up showing how powerful the whip truly was. "It can be manipulated to do several things, including creating an adhesive property quite similar to your webs. This is the next weapon I want you to master."

I was definitely interested, "I can use this in cases of emergencies," I murmured, "no more worry about running out of web fluid for me."

Strange nodded, "yes. Of course, it doesn't have a solid staying field, so you can't use it to tie up criminals or other things, but I'm sure you'll fdn it's limitations very soon," he picked up a book and tossed it to me, walking out of the room, "learn it quickly, I have much more to teach you."

I sighed, guess I'm not going to get any sleep today, "for the record, you're one hell of a slave driver."

"I'm aware," came the man's almost dull reply, "I expect you to be able to do it by tomorrow night. Sleep well Apprentice Parker."

I sighed, well at least he isn't completely heartless. I think.

* * *

 **There we go, another chapter. And yes, I know the spelling of Sorcerer is misspellt...sorry. Anyway, one important thing: CLARIFICATION ON MAGIC SIDE:**

 **To clarify when I said I wasn't making Peter a ..'S' word, I meant that because he wasn't going to have many magic based story lines. He will kind of be like someone who dabbles in the arts and is practising certain areas, but isn't an expert like Strange. Example: Oliver Queen form the show 'Arrow' knows about magic and can find ways to fight it, but itsn't an expert like John Constantine.**

 **Anyway, I'm glad all of you are excited, note: Peter returns home soon.**


	39. The Devil You Know

**Two months later:**

Training under Dr. Strange was...odd to say the least. It honestly felt both amazing and confusing at the same time. Plus I had to resist the pantheon of easy and silly 'Strange' puns that I could use.

I had to study and research so much before I even attempted the most basic of spells. And not only that I had to constantly meditate to allow my mind to access the power known as magic. Honestly I need to find a different name for that, screaming I can do magic just sounds silly. Strange might be okay with it, but I'm not.

The man was an amazing teacher, and that's the least I could say about him. He understood how magic worked on such a fundamental level he could explain it to me like he was talking about the weather.

It took me a while at first to actually get it, but now, I understood just what magic was. And after I understood...well, I began to experiment.

BOOM!

Strange walked into my room and looked around. My spartan like room was trashed, scorch marks everywhere with me embedded into a crater in my wall. I wore the dull red robes of an apprentice, they weren't half bad actually.

He looked at me and sigh, "let me guess, you tried to recreate the pouch of storage I gave you but forgot about conservation of mass and tried to just drown the container with magic, yes?"

I blinked, "...yes."

Strange sighed, "Peter, I told you, just because you know how it works, doesn't mean you can replicate it," he snapped his fingers causing my room to glow gold before it rearranged itself, returning back to it's previous state before the explosion.

I found myself being pulled out of the wall and sitting down on my chair before my table on which I had a backpack, now no longer ashes.

Strange came up behind me and took the bag, "let's see what you did wrong shall we?" he looked in the inside of the seems and hummed spotting the runes I had drawn inside, "ah, I see."

"What did I do wrong?"

"The Kuru rune, it's too long," he took a white quill, which we used to draw runes, and corrected the error. When he was done he placed the bag on my desk, "there, now try it."

I nodded as I closed my eyes and focused, pouring the extra-dimensional energy he called magic into the bag. It glowed bright red for a moment, I feared it was going to explode again, but luckily this time it worked.

The mouth of the bag glowed gold as I found it's inside expanding to near infinity. Strange smiled, "I have to say, I'm impressed. Only one month of training and already you are crafting your own enchanted objects."

I smiled, "honestly I'm ashamed it took me this long."

"It took me years to learn magic Peter."

"Yeah, but there's nothing wrong with overachieving is there?" I smiled.

Strange nodded, "true. Now, I'm assuming since you're here and not in the training room, you have finished the assignment I set out for you?"

I smiled as I stood up and moved away from Strange. I moved my arms clockwise before bringing them forward and throwing my hands out creating a giant magical circle made of reddish energy that covered my whole body.

Strange smiled, "the Shield of Sharum, impressive Peter. But let's see if it can hold up it's form when under attack," he said sapping his fingers and summoning a ball of plasma on his finger tip.

"Wait what-"

TANG!

The plasma bolt hit my shield hard. I was actually pushed back a few feet, but held the shield intact. I looked up and winded my eyes finding more plasma bolts coming right for me. Immediately I held up the shield and braced for impact.

TANG!

TANG!

TANG!

They stopped and I lowered my shield, "a little warning next time!"

Strange smiled, "in real life you'll get no warning. Also, behind you."

But he didn't have to say a thing, my spider senses were already flaring. I ducked down from the plasma bolt coming at me from behind. It sailed over Stranger's shoulder hitting my wall and breaking off a chunk of stone.

"Your spider senses continue to impress me Peter," Strange said snapping his fingers to repair the broken part of my wall, "tell me, have you had time to practise it?"

I shrugged, "no, not really. Why? It's not magic is it?"

"I told you, magic is just another word for science. And I believe that your spider senses might have some...prophetic powers. It could be worth looking into," Strange replied.

"Huh, cool," I said lowering my shield and letting it discharge. "So, what now?"

"Now? I have something special to teach you," he smiled.

"Teleportation?!"

"No, astral projection."

I groaned, "I don't want to be a ghost! I want to teleport!"

Strange smiled, "well you can do both if you wish. But first, astral projection. Come Apprentice Parker, we have much work it do."

I groaned but followed the man into his meditation room where I sat down in the pile of cushion I designated as mine. Strange sat opposite to me and took a deep breath breathing in the increase in the room.

"Close your eyes and focus, I want you to imagine the world as two, overlapping each other, the incantation to access this world is 'Bachim', pronounce it mentally and you should be able to feel the vibrations in your soul reach out allowing you to slip out of your physical body."

I nodded, "right," I took a deep breath and focused, 'Bachim,' and I felt the power I could channel call out. It was like a bandage being pulled off your hand, only there was no pain. This won't work, I need to go deeper.

I focused and found myself slowly melting away into myself as my mind began to work into it's meditative state. I felt myself go deeper into the trance, accessing my magical abilities became almost second nature to me now as I slowly felt a distinct line being formed between my soul and my body, slowly pushing the former out.

And then, I felt free.

I opened my eyes and saw the back of my own head. I blinked as I felt myself float backwards, the open space around me working more like a fluid than air, allowing me to feel surface pressure on my whole body.

" _This my apprentice, is you spiritual form,_ " I looked behind me, spinning to a vertical position to see Strange floating before me, now looking transparent.

" _This, is cool,_ " I grinned as I looked at my transparents hands, " _so cool!_ "

" _Indeed. Now, shall-_ "

" _ **STRANGE! HELP ME!**_ " the cry was so powerful and loud it forced a cut in my magic, forcing my spirit back into my body.

I opened my eyes and gasped, "what the fuck!?" I saw Strange's spirit enter his body, he gasped in shock as well, "Master, what the hell was that?!"

"A friend asking for help," he replied as he tried to get on his feet, only to fail dropping down to one knee.

"Master," I was by his side immediately, holding him steady, "are you okay?"

"H-he was in such pain," Strange frowned as he got to his feet with my help, "I have never felt him so...powerless."

"Who was it? Who called for help?" I asked.

"Mordo," Strange gasped.

"Wait...isn't Mordo your worst enemy?!" I cried out.

Strange nodded, "he is...but he is also my friend. Over the years we grew to respect each other and our stances on magic. Though I may not respect his, I can sympathise with it...we need to help him."

I clicked my teeth, "the last time I helped an enemy of mine he came back and tried to rip me in half. Granted he didn't know who I really was but still..."

"Mordo's pride wouldn't allow him to ask for help if he truly didn't need it," Strange said as he snapped his fingers summoning forth several books from his shelf, all of which opened up and began to float before him, as he looked through pages.

"Alright, what do you need from me?" I asked.

"Nothing," Strange summoned a potion cauldron and several jars of material, "you stay out of this. Whatever this is...it's far too dangerous for you. Leave," he summoned water into the cauldron and dumped several ingredient inside, turning it red, "now apprentice."

I sighed, "fine. But don't call me if you break a hip or something."

"Or mystical waters of Asagiris, reveal to me the location of the one I seek," Strange focused and pulled out a ball of magic, but it felt off, it didn't feel like his. No, rather, it felt like someone else's...Mordo. He must have implanted it into Strange letting him track him with this ritual.

Slowly the waters began to build, peered over the pot and looked inside, "show me what I seek, show me the location of Baron Mordo! Show me..." the pot glowed, Strange's eyes went wide, "oh no..." he looked up, "run!"

I didn't move, I couldn't leave him alone. Especially not after seeing his face like that.

BOOM!

The cauldron exploded as suddenly a flaming portal opened up in the middle of the floor. Strange was sent flying back before he stopped in mid air and began going in the reverse direction, being sucked into the portal.

And then, I felt the portal suck me in as well. "What the fuck?!" I activated my adhesive powers, sticking my feet to the ground. But the pull was too much, before I could even use my claws to stick to the ground, I was pulled off my feet and pulled right into the portal, falling downwards through a tunnel of flames.

"ARGH!" I cried out in horror as I suddenly landed on the scolding hot ground. I groaned as I picked myself up and looked around, gasping at the sight before me.

Everything was on fire...and I mean everything. The sky, the far away plains, even the cavern like sky above me was covered with spots of flames. And in the middle of it all was a castle that reached far up into the cavern ceiling, reaching well over a hundred feet.

The castle was gothic, the walls covered with the skeleton of humans with a lake of blood around it. I got to my feet and looked around, around me was a small gathering army of red skinned imps with horns and tails wearing nothing at all.

"Ah, Strange? Strange?!" I called out, looking around, surprised to find myself alone. 'Fucking hell! Where is that guy?!' I gulped and looked around, the army of imps was around me now leaving dagger and pitchforks at me, "okay...this is new."

" **ATTACK!** " a demon cried out, the army pouncing at me.

"SHIT!" I cried out, pushing my energy out to summon forth the shield of Sharum before spreading it out to create a dome around myself, protecting me from the demons around.

" **KILL HIM!** " they cried out.

" **BURN HIM ALIVE!** "

" **FLAY HIM!** "

The hits kept coming, but my will held, they couldn't break the shield if I remained strong.

" **Someone call the lord! We have captured the sorcerer supreme** _!_ " an imp standing taller than all the rest cried out as the army kept me pinned down with their attacks, their forked tongue practically salivating in excitement.

"I'm not the sorcerer supreme!" I focused my energy and pushed it outwards as a blast of energy, sending the shield outwards like a shockwave, knocking down the first three rows of enemies before me.

" **Kill!** " an imp with a dagger launched itself at me. I ducked under it's swipe and before it could get back to it's feet I kicked it's ribs, sending him flying away.

I turned, three demons came at me. I pushed one away, one sliced at my bicep, the other cut my cheek. By the time I managed to throw them off five more had joined in.

Soon their sheer numbers began to overwhelm me, I couldn't take the sheer overwhelming amount. I was being dog piled, pushed down over dozens of imps. I growled, I felt myself became angry, I was cornered, I was going to die if I didn't do anything and I...I refuse to die.

SKIT!

I let go of myself, I knew if I held back I could die. They could cleve my head from my body, and I didn't think I could survive that.

"GRAAA!" I growled as I pushed onto my feet, the pile of imps on top of me were pushed off through sheer force alone. My bluish grey claws glowing brightly in the fires of this hellish realm I found myself in.

I charged over the downed army of imps, charging straight ahead like a bullet through a particularly thin faction of imps. I swiped my claws like a mad man, slicing through their lowered weapons and finger, cleaving a path through them, the claws tearing through flesh, the tiny amount of resistance their flesh gave made it all he most satisfactory when I cleaved it apart.

I broke through their encirclement and turned around, the imps walking over their injured comrades, not caring about them, only about me. They charged, and I grew ready to run. But then, I saw a giant shadow loom over me, making the imps stop immediately.

I slowly turned around, and staring down at me was a being standing at 10 feet tall with blood red skin, a skin tapering frame with a jackal like face, pupil less eyes and a evil smile with a widow's peak. He wore nothing but a red cloak and loincloth, his nails long and sharp like claws. I knew who he was...I didn't even have to guess.

He smiled looking down at me, " _ **now...why are you here?**_ " He snapped his fingers, and suddenly, I knew nothing more. The last thing that went through my mind was, 'why the hell does Marvel's version of the devil, an omnipotent being, chose to wear only a loin cloth?'

 **Some time later:**

My eyes blinked as I found myself waking up. Only to feel my entire sense of gravity reversed. I opened my eyes fully, finding myself hanging upside down from the ceiling, wrapped around chains, tied to a topless ceiling.

I felt heat slowly wash over me, my head felt boiling hot, I looked directly below me and found that I was dangling over a vat of molten lava kept inside a swimming pool sized cauldron with runes along the side. I recognized a few, and the ones I didn't I memorized for later reference.

I then looked around, I found myself in a royal chamber of sort, with a throne before me and a hearth right before it with feasting tables on either side of the hearth. And sitting in on the throne was Mephisto, the ruler of hell...or at least this version of it.

He had on leg over the leg rest of his throne and a elbow on the other, holding his head on his hand, looking bored. And tied to a chain attached to the throne was a man dressed in black and green torn rags, his hair white and his face covered in wrinkles. He looked old and in pain, his body covered in cuts and bruises.

I recognized him, Baron Mordo, once a great threat to the world in his own right, now an old man that looked broken, his eyes were skittish, looking between Mephisto and myself, curling into a ball, pulling his knees to his chest.

" _ **What do you think of our guest my pet?**_ " Mephisto asked in a singing tone.

"He's nothing important," Mordo replied, his voice soft, but behind his tone was a steel, an iron will that Mephisto has yet to break.

He smirked, " _ **and that's why I believe just the opposite,**_ " turned to me, his eyes immediately meeting mine, " _ **ah, so you are awake. That's nice. I thought we would have to wait a few more hours before you came too.**_ "

I felt fear hit me, hard. I was so not ready for this! This guy could kill me in seconds! Fuck, he didn't have to move to knock me out! Who knows what he can do to me?! I need to get out of these chains! And now!

" _ **Tell me apprentice sorcerer, what is your name?**_ " Mephisto asked with a cruel smile adorning his face.

"Ah...my name's Bruce Wayne, nice to meet you," I blinked.

"You fool!" Mordo cried out.

" _ **Silence!**_ " Mephisto growled as he snapped his fingers summoning a metal gag over Mordo before he turned to me, his smile remaining, " _ **so, Bruce Wayne, interesting, tell me Bruce, what are you doing here?**_ " Mephisto asked, magic pouring into my body's system.

It tried to take hold of me, if any magic user was sufficiently powerful, and knew another magic user's name, they could use magic to persuade them into several things, like answering questions.

But since I gave a fake name….I could use this! I pretended to be under mind control, acting slow, "I tried to summon a sex demon."

Mephisto's face dropped, " _ **what?**_ "

"I tried to summon a sex demon." Mordor blinked in confusion.

" _ **...why?**_ "

"To have sex with her."

" _ **Could you not have simply used magic to hypnotise some human female into your chambers?**_ "

"Neah, too boring. Plus, I have a things for chicks with tails and a huge rack. Wait, that is true right? The rumor that all demoness have huge racks?"

Mephisto blinked, he peered at me for a second before sighing, " _ **your name's not really Bruce Wayne is it?**_ " Immediately Mordor's eyebrow's went up in shock before he laughed in joy, his laughter muffled by his gag.

"Nope!" I chuckled, "sorry about that."

" _ **It's fine,**_ " Mephesto waved it away, " _ **such cunning. All you humans are the same. Why just last week Mordo….ah,**_ " his jackal like face grew wide with a smile so vile it sent a flaming dagger into my heart, " _ **I see, so your Strange's apprentice are you? Very interesting.**_ "

I raised an eyebrow, "why do you think I'm Strange apprentice?"

" _ **Because, only he would ever pick up an apprentice with a mouth like yours,**_ " Mephesto laughed, " _ **I can sense your fear**_ **Bruce,** _ **and it is delicious. But you just push it aside, making jokes, why, if I didn't know any better I would say….**_ " Mephisto's eyes widened comically, " _ **impossible!**_ "

He practically flew out his throne, instantly his whole white eyes were upon me, gazing at me, looking for something. He sniffed the air around me, he closed his eyes before the curiosity and focus melted away to form mirth.

" _ **A dimension hopper,**_ " he scoffed, " _ **so not only are you an apprentice of the previous sorcerer supreme, but you're also a dimension hopper. And...oh, what's this? You're...**_ " his eyes went wide with shock, " _ **you're not even you are you?**_ "

"I don't-"

" _ **-Shush,**_ " he silenced me with a glare. He held up on gigantic arm and flexed his fingers, summoning a magical circle of pure black. He held it before me and rotated the circle, I felt his magic hit my gut, forcing me to scream.

"ARGHH!" soon the sound just became white noise, I was too focused on the pain I was feeling. It was like a thousand blades were cutting into me at once. Slowly, piece by piece, parts of me began going numb. My fingers, my toes, my legs, my arms, my chest.

It was like he was ripping through my body, looking for something. The pain was so drastic, I snapped from the pain, slipping into an unconscious state.

I found myself in my mental landscape, the city now featured a new building, the Sanctum Sanctorum of Strange's. I was about to try and enter it, when I saw the sky turn red as Mephesto managed to enter my mind.

He stood like a giant over my city, the skyscrapers not even reaching his groin. He looked down, his eyes narrowing at me, but then, his attention was drawn elsewhere, towards the giant dark tower that stood near the edge of my mind, that contained all the knowledge of my world.

'There!' hope flooded into me, I knew this was my only chance. Mephisto felt my hope, he turned to me again, but I was already flying through my mind, heading straight towards the tower.

" _ **You can't escape little spider,**_ " Mephisto said as he followed behind me, crushing several buildings along the way. I ignored him, looking behind to see pieces of my memory being destroyed.

Boom!

That was my memory of Hell's Kitchen, Matt...Matt Murdock but...I forget what sort of relationship I had with him. He was the Daredevil but...who is he to me?

Boom!

The Baxter building….the FF? Did...did I speak with them? Was I friends with them? Whatever, it's not like they were important, if they were I wouldn't have forgotten...no! No, he's making me forget! No!

Mephisto raised his foot again, and this time it was a building rooftop...the place where I met Felicia for the first time. He was going to destroy my memory of every meeting her!

"NO!" I cried out, stopping and turning around. I rotated my hands, summoning forth a whip of magic and shot it out, whipping his shin.

" _ **Oh? Is this memory precious to you?**_ " he smiled, bringing down his leg, hard.

"I won't let you!" I pulled into myself, trying to push out my own magic to its very limits. I threw my hands forward, pushing out several whips of magic in the form of webs.

They took on the form I was most used to seeing, that of a giant web. It appeared over the building, Mephisto pausing in surprise as his leg was halted.

" _ **Not bad,**_ " he smirked removing his leg, my webs slowly dissolved as I panted, " _ **not many could stop me through sheer force of will, let alone using something like the whips of Vastha,**_ " he snapped his fingers, as suddenly my energy drained me.

I felt powerless as I watched him flick me across my own mindscape, flying through the land of my memories before crashing into the outer layer of the Dark Tower.

" _ **Now then,**_ " he brought his foot down hard, crashing the building.

Why did I want to protect that building? Was it important to me? No...no it can't be….right?

BOOM!

I looked down, the remains of the building read 'Midtown high'...was that important to me? No...it sounds like a horrible place...yeah...horrible.

Boom!

That house...it looks familiar...why?

BOOM!

That mansion, it looked big, why did I remember a red head living there? Was she my friend?

The dark tower I was on began to open up, sucking me inside. Slowly the knowledge of the Marvel universe began to flow into me, Midtown hgh, that was where Spider-man studied! So cool!

And that house, it looked like where Spidey lived...wait, I'm Spider-man...did I live there? And that mansion, the X-men lived there! So that's why it looked so big!

" _ **And what is this?**_ " Mephisto asked, running a hand down the surface of the tower, intrigued he casted a spell on it, but gained no reaction, " _ **aren't you a stubborn one? Well then, let's crack you open!**_ "

He raised his fist and brought it forth. I remembered someone else trying that...it didn't turn out too well for him.

KRAKOOM!

The inside of the tower light up first, all my memories in hre turned bright gold before sending a pulse of magic outwards, hitting Mephisto right in the chest, exploding upon impact.

As the golden shockwave came rippling out, Mephisto's form disintegrated into nothing, he was pushed out of my mind. Slowly The energy began to seap into my memories as well, I saw the rubble slowly reform abck, building itself back.

Jean...Jean Grey! My friend! I forgot about her, not just her, Logan, Xavier, Ororo, Scott, Rouge, all of the X-men! I forgot about them!

May! Ben! Matt! Felicia! MJ, Liz, Johnny, Sue, Ben, Reed! They all came back to me now. My eyes watered, how could I ever forget them?

I opened my eyes and found myself hanging upside down, back in the real world. Mephisto was on his back, looking at a scared right hand in absolute horror.

" _ **H-how?! How did you do this?!**_ " he turned to me and leapt forward, slapping my body so hard it sent me flying off in one direction, straining the chain to such a degree that it snapped, sending me flying into the throne room wall.

Crack!

I felt something break upon impact. I landed in a heap, slowly my body healed itself. I gasped in pain and looked up, afraid of Mephisto once again striking me.

He loomed over me, he growled as he held his hand, it was bleeding, something had carved into it, Mephisto now bore the mark of a spider on his right forearm, " _ **I am an immortal, a being that reaps cosmic deities! And you scarred me?!**_ "

I smiled, not because I was happy, but because I knew it would piss him off. "Well, then next time don't touch my stuff."

" _ **You insufferable-**_ "

"Crimson bands of Cyttorak, I summon thee to bind my foe upon his form!" Strange's voice called out causing a wave of ruby red energy to come forward, flooding Mephisto's body, binding it with five ruby red bands.

" _ **Strange!**_ " the devil himself cried out as he dropped to his knees, his magic sealed away. And standing behind him, floating in mid air, was Strange, looking very pissed.

"Mephisto...this time, you went too far," Strange snapped his fingers causing the chains around me to loosen, I gasped as I immediately felt sweet relief flood my body, my cells working overtime to heal my body.

"You're late," Mordo walked up to us, the metal gag long since removed, "I called you days ago."

"Time flows differently here," Strange replied before turning to me, "my apprentice, are you alright?"

I nodded as I rolled my shoulders, "nothing a little rest won't fix."

" _ **STRANGE!**_ " Mephisto roared flexing his arms, causing the bands binding him to strains, one snapping instantly.

"We need to leave, now," Strange said, "he'll break free soon!"

"No! We can't leave! Not without saving her!" Mordo pointed at the hearth before Mephisto's throne.

"What are you talking about?" I asked.

"Look boy! Look with your third eye! Not the two you are currently using!"

I did and suddenly, I could see it. Inside the flames was something, something...devine? No...holy. A soul, a pure soul, and looking deeper with my real eyes I could see it was the soul of a small child, the flames imprisoning her within.

Strange gasped, "a pure soul? Morod, why….."

"Redemption Strange," the older green loving wizard replied.

I raised an eyebrow, "wait...what?"

"I have done a lot in my life that I regret boy," Mordo explained, "in my twilight years I wish to repay some of my debt...and saving a pure soul like that one from Mephisto's grasp is one path to redemption."

Ping!

The second crimson band snapped, leaving only three remaining on Mephisto, " _ **when I get out of these, I'll feed you to my dogs boy!**_ "

"Ah guys, we have the devil himself right before us! Maybe we should hurry this along!" I cried out.

"This will take time," Strange replied, summoning a magical circle to analyse the flames, "a pure soul is a great accelerant for certain fields of magic! If someone as evil as Mephisto uses one, his own powers would be amplified immensely!"

Snap!

Two left.

"Argh! I hate this!" I summoned forth several whips of Vastha and covered Mephisto with them, over and over.

The devil raised an eyebrow, " _ **you can't be serious.**_ "

I growled, "bite me!"

He snarled, " _ **happily!**_ " he rose to his feet and flexed his arms again.

SNAP!

He freed his right arm, the last band binding his left arm to his torso. " _ **Come here boy! I'm not done with you! You will suffer for marking me!**_ "

I looked at the mark, and suddenly, I felt hope. He wasn't a true immortal, he wasn't God. He could die. That mark, that was proof that he could be hurt, that he bleed.

His arm grabbed me by the throat and lifted me into the air. "Peter! No!" Strange cried out.

"Keep on the flames Strange! I'll help your apprentice!" Mordo cried out as he summoned a green magical circle and launched at Mephisto, who barely even acknowledged the hits.

" _ **Any last words?**_ " Mephisto narrowed his eyes as he squeezed. Mordo grew panicked as he began to go into a long complex chant, reading a powerful magical spell.

"Yeah," I coughed, "tell me, do you bleed?"

Skit!

I jabbed both set of claws across his forearm, the spider scar he had glowed gold for a second, allowing my claws to sink in and through. It truly was a weakness in his armour. And I took full advantage of it.

SLICE!

I landed on the ground, the arm falling to my side, blood pouring out of the stump.

" _ **ARGH!**_ " Mephisto cried out in pain, holding the stump of his hand.

"I, Baron Mordo do call upon the power of the Tribunal! Banish his form away from my presence!" Mordor's spell grew to a climax. A green and gold blast of energy in the form of an arrow hit Mephisto in the back, vaporizing him in a bright flash of light.

I panted as I looked down, my claws covered in the devil's blood, I looked at Mordo, he looked even older now, if that was possible. He was panting, his hands on his knees, exhausted.

"Is he dead?" I asked.

"No, just transported somewhere else...how did you manage to hurt him?" Mordo asked looking at the stump before me. It was huge, at least three feet long, blood pouring out in the liters.

"I-I don't really know," I knew the spider scar aided me, but I don't know how, "I do have pretty sharp claws."

"Maybe," Mordo narrowed his eyes at my claws, "but I believe there are other forces at hand….ones that chose to remain hidden...for some reason."

"Mordo! Come quick!" Strange called.

"Right," Mordo nodded to me, "good job apprentice. Pick up that stump, it is your spoils of war, _temperament!_ " he casted a status charm on the stop, preventing it from bleeding anymore.

I nodded as I got on my feet and opened my infinite storage pouch, putting the arm into that before zipping it up and rushing to Strange's side.

"It can't be drawn unless by someone of strength and virtue," Strange informed us as he dropped his magical scanners, "the flames are from the Brazier of Truth, constantly breaking up the soul, making it tender for consumption. Only the hands of someone good and pure may be allowed to pass through it to remove the soul from within."

"So? What are you waiting for Strange? Grab it and let us leave!" Mordo cried out.

"No," Strange stepped away, "I am not pure, or virtuous, I cannot-"

"-Oh for God's sake we don't have time for this! I just cut off the devil's arms and I'm pretty sure he's going to come back for revenge, so let's just skip this part yeah?!" I reached out, my hands reaching into the fire.

"Peter no-"

My fingers curled around the form of the soul and I pulled.

BOOM!

I was sent flying back, mid flight I gained my sense of balance and spun, landing on my feet like an acrobat and in my right hand was a small ball of warm energy. I looked down at it and for a moment I saw the face of a small child looking back at me.

"Amazing," Strange replied as he and Mordo got onto their feet, that explosion had sent me back flying, but even Strange and Mordo got some of the heat, being pushed onto their backs.

"Not a bad kid you have there Strange," Mordo spoke eyeing the soul, "the girl's soul still feels whole...for the most part."

"We'll discuss this later," Strange threw open his arms and spun them, immediately creating a portal made out of golden sparks and on the other side I could see the living room of the Sanctum Sanctorum, "come! Quickly!"

" _ **BOY!**_ " I heard Mephisto's roar off in the background.

"Move!" I cried out as Mordo ran through and followed my Strange. I leaped through as well, and just as I turned around I saw the doors to the throne room explode open as an army of imps came rushing in with Mephisto at the lead, his gaze looking bloodthirsty.

"Close!" Strange cried out, but not in time, as a single imp managed to make it through the portal. It flew through the air, coming right at me, I moved instantly, claws bursting out, cutting straight through the imp like a knife through hot butter.

The imp exploded into red dust, covering my body with it. I blinked, wiping the dust away, "did that thing just explode onto me?"

"Yes, is this your first time getting imp juice on yourself?," Mordo chuckled as he walked over to a seat and plopped down, "what a rush. We're getting too old for this Strange."

"And why exactly did you think you could take on Mephisto alone?" Strange asked with an amused smile.

"If I was to guess? Arrogance," Mordo grumbled before looking at me, "now then, what to do with the brat? He really does have potential doesn't he?"

"Yes, he does," Strange nodded as he walked to over and smiled, "you did good Peter. Very good. The soul?"

"What? Oh, right," I looked down and passed the soul to Strange. The man took it carefully before slowly levitating into the air and summoning a small red circle through which it passed through, never to be seen again.

"What did you do with it?" I asked.

"It's safe," Mordo waved away my concern, "but what you should be worried about is yourself. After your stunt...Mephisto will be coming for your."

Skit!

"I managed to delimb him once, I'll be fine," I smiled as I held up my claws, which were still covered in the red stains of Mephisto's blood. I narrowed my eyes, "that's strange," pun not intended, "the stain is still there."

"That's the blood of the devil himself, trust me, it'll stay for sometime," Mordo grumbled, "but be warned child, he won't come at you directly, he's weaker in this world, and it's not his style. He'll wait till you want something desperately and then, he'll strake."

"He'll be ready," Strange assured the man, "I'll sure he will."

I nodded, "yeah. I'm aware how tempting he can be, and…I'll be ready for him."

"We'll be ready for him," Strange nodded as he snapped his fingers, summoning a tea set for all three of us, "now then, Mordo, how exactly did you-"

"ARGH!" I cried out.

Dum. Dum.

My heart started to pound in my chest. I grabbed it and held it tight, I heard it beat louder. Like drums from a marching band.

Strange and Mordo immediately moved, they rushed to my side and Strange helped me stand straight, "what's wrong?"

I felt it, my latent magical powers felt the pull of dimensional energies coursing through my body. "I-I think I'm going back," I told him, "I can feel it. The power, the dimensional energies are pulling me back home!"

Strange immediately summoned several magical circles around me and scanned me, "yes, you are correct. When you were exposed to the energy generated by Mephisto's realm the latent dimension energy inside you must have become active."

"I-I," I began to think I had so much to say and do, there wasn't any time. I turned to Strange, "tell May to be safe, tell her to think before she leaps and to never, ever fight for vengeance. Tell Peter that he's my hero, that he was right. I can't give up being who I am...I'll be putting on that damn suit again. Tell those morons calling themselves Avengers that they need to be better heros and the FF and ARGH!"

I felt the power surge before me, I used what little power I had to manipulate the energy to stall for time, I still had things I had to say. I turned to Strange, now looking like a stone wall. I continued, "tell Felicia her daughter will always love her, tell Felicity to realise her mother loves her beyond anything else in the world. Te-tell Franklin his mother would be proud, I know she would. And Master Strange, thank you, for everything."

The man smiled, "you're welcome Pe-"

ZOOM!

It was like an explosion in my head. I found myself pulled back into a green wormhole, like the one from before. My stomach flipped, my body weightless. I came flying around in circles, green everywhere, I think I'm going to be sick. And then it stopped. Gravity returned and I found myself thrown head first out into a very familiar lab.

"He's back!" I looked up and saw Sue running at me, throwing her arms around me, tackling me into the ground.

I looked around, holding Sue tight, Reed was there and so was Johnny and Liz. I blinked, "how long was I gone?"

"Two hours," Reed gulped, "we tried everything….we were just about to give up when...I didn't think it would work."

I couldn't believe it, "two hours? I've only been gone that long?"

Sue immediately broke the hug and looked at me, "Peter, how long has it been for you?"

I looked her in the eyes, "three months, give or take."

"Where did you go?" Johnny asked as he helped me and Sue get back on our feet. He then noticed my red robes and blinked, "and why do you look like a warrior monk?"

I blinked in surprise, I didn't say anything, shock taking over. I couldn't believe it...I was home...really home...

"Peter," Sue's voice broke through, I looked down, meeting her eyes, "are you okay?"

"I...I am now," I looked around, they all looked relieved. My eyes then landed on Reed and they narrowed, "destroy that thing, or I will Reed."

Reed nodded quickly, "right, I'll get right on that," he said as he began typing away at his terminal.

"We need to get you into the med bay Peter," Sue said as she gently squeezed my hand, "we need to make sure nothing happened to you."

I smiled, "I'm fine Sue, really, I am," and just then, my stomach growled. I chuckled, "actually, I'm a little hungry."

Liz blinked, "you just traveled through to another universe, and the first thing you think about is food?"

I sighed, "I told you Liz, different time periods. I had three months to deal with this eventuality. I...I kind of just processed it better."

Sue sighed, smiling, "unbelievable. Come on Peter, let's get you something to eat," Sue said as she Johnny and Liz guided me out of the lab.

They sat me down on the kitchen counter and made me some pizza to eat, all the time Sue kept an eye on me, and Johnny kept sending me a watchful glance. I never realised how much I missed home until I saw my friends worried for my safety.

Soon the smell of pizza filled the air as Johnny took the freshly reheated pizza out of the oven and placed it before me, "there, one meat lover's pizza, perfectly cooked."

"Oh thank god," I slurped as I scarfed it all down, smiling, "I don't care what people say, frozen pizza is awesome!"

Sue blinked, "r-really?"

"Hell yeah!" I winked, "hey Johnny, you up for a video gaming session, it's been so long since we played!"

"A, sure man," the Human Torch nodded, "whatever you want."

"Peter? Are you okay?" Liz asked a little worried, "you seem...different?"

I smiled, "you mean I don't sound depressed anymore?"

"Well..." Sue looked at the other people with her before nodding, "yeah."

I grinned, "well, that's because I finally gained my mojo back. In fact I-" I stopped mid sentence as I looked over at the TV screen in the lounge that was currently showing the picture of a giant concrete facility was displayed with one of it's walls broken apart. It looked like it had been ripped apart.

" _The National gaurd has filed a report of six criminals having escaped from a facility in Westchester. They have released the identities of the criminals along with a note left behind by them before their escape._ "

Six names came up on the screen;

Maxwell "Max" Dillon, AKA Electro.

Aleksei Sytsevich, AKA the Rhino.

Flint Marko, AKA the Sandman.

Adrian Toomes, AKA the Vulture.

Herman Schultz, AKA the Shocker.

Otto Octavius, AKA Doc Ock.

There was an aerial photograph taken at the time of escape. I could see the Rhino battle armour was out and about. Flying above it was Electro with Sandman traveling next to in in the form of a sand storm. Vulture, Shocker and Doc Ock road the Rhino's back.

Suddenly Sandman's storm grew bigger and the image disappeared. It had been taken yesterday.

The NEWS then displayed the note they left behind, 'Norman, We are coming for you.'

I narrowed my eyes, "Sue, I'm going to have to step out for a bit."

* * *

 **He's back!**

 **Yes I understand it's a little sudden and the time lines a bit jaded, but I didn't want to miss anything up. Listen, Infinty War for this story is a long way off. I'm going to take my time and work on it, I'm not just going to jump from one movie plot line to the next.**

 **Also, INFINITY WAR WAS AMAZING!**

 **That's why I'm posting this chapter a full two days ahead of schedule!**


	40. Sinister Six

The first day in prison Otto was scared. He was afraid not for himself, but for his wife. She was alone..no, Peter was there, he would make sure nothing happened to her. Good boy that Peter, good boy, if only he had a son like that.

By the end of the first day Otto was curled up into a ball. His cellmate beat him within an inch of his life. Otto was scared, so scared. But the voices came to him, the AI system wasn't in the arms, no, they were in the harness. Removing the arms did nothing but aggravate them.

The morning of the second day the guards came to find Otto covered in his cell mates blood. A shiv in his hands and a smile on his face.

By the end of the second day he was in the solitary confinement wing of the Ravencroft institute. There were only five other people in that wing with him, each deemed too unsafe or dangerous to be let out.

The second day night he meet with Adrian Toomes, a man who seemed to match Otto's intellect and desire for power. He had a grudge against Spider-man, who apparently had come out of retirement just to stop him. But there was something interesting Otto learned. Toomes had been sent here because he tried to kidnap Norman's son.

Once Toomes was convicted Norman spent a lot of money to assure that he would go away for life. And that he would get put here, with the freaks. The man hated Spider-man, but he also hated Norman Osborn, and that was something Otto could use.

On the morning of the third day Otto had a visitor. A psychiatrist with a nice name, Dr. Ashley Kafka. Poor girl didn't belong here, she belonged on TV.

But that afternoon when returning to his cell he met another one of his companions. Aleksei, a man who was vicious and ruthless. He drove a mobile tank into the middle of a city without a second thought.

He also hated Spider-man, but, he hated Norman too. He was hired by a man to steal the Rhino armour and he did. After he got caught he was sent here where he spent a year trying to find out who set him up. Finally, he had a name. Norman Osborn. Otto could use him too.

That night someone tried to break free. The Sandman. He was a cluster of sand, a mind no sharper than a lizards. He was crying out in pain, the guards didn't let him have an extra cup of pudding for dinner.

After the guards left Otto threw his cup of pudding at Marko's cell. The Sandman cried out in joy. I banged his vacuum sealed doors for the gaurd to come and toss him the cup of pudding. They suspected he had somehow just dropped his out.

They gave it to him, he enjoyed it. And like that Otto had another alley.

The fourth day had another session with Dr. Kafka he found out something very interesting. His arms were being stored a few floor down below. Behind a vault door even the Hulk would have trouble breaking into.

Otto couldn't fathom why they would be stupid enough to keep their weapons so close by, but in the end it didn't matter, it would just be easier for him and his team.

That afternoon he meet an idiot. Otto didn't understand why he was there, he wasn't a cold blooded killer, no, he was just a fool. But a fool that could easily be tricked. He wanted to make a name for himself. So Otto offered a chance of a lifetime.

He was a serial killer, joining him was a man with an army of weaponry from another world, a monster made of sand and a man ruthless enough to kill people just to get away. Herman Schultz, or as he called himself, 'the Shocker', agreed almost instantly.

And finally there was Max. On the night of the fifth day he overheard Otto making plans with his team. He insisted he join, he wanted revenge on Spider-man. Otto agreed, provided he first help gain vengeance on Norman before going off on his own. Elector agreed instantly.

On the sixth day the plan was formed in full. On the morning of the seventh day they escaped. Marko dug a hole down into the safe. In there they found their equipment. Otto had his arms back, Shocker his gloves and Aleksei his suit.

Unfortunately Toomes wings had been melted off, but he assured Otto he had spares in his base. Which was then decided to be their first stop out of this place.

Otto, Toomes and Herman rode on Rhino's back and he smashed the prison's outer wall. Marko made a sand storm for them, using this distraction they vanished, only one thing on each of their minds. Revenge.

 **With Peter:**

The call was picked up in two rings. "I didn't think I would be hearing from you again kid."

I smirked, "oh shucks Fury, you almost sound happy. Did I just make your day?"

"Something like that...what's this about?"

"The Six that escaped yesterday," I said aloud as I drove up to my house, parking my car far away before sneaking into my room, "do you have a fix on them?"

"I have our people on it," Fury's calm voice replied, "it's being handled."

"Really? Is it the same kind of people like Bobbi? Because she couldn't handle one of these guys, let alone six."

"And what do you want us to do kid? We're stretched thin as it is! Latveria just made a move, I'm doing everything I can to make sure we don't end up in a war!"

I paused, "Doom's moving?"

"He's setting up missiles at the border of his country. People are afraid. And add on to that the fact that the nation is being threatened by a terrorist, I have my plate full here kid, I'm sorry."

I grinned, "it's fine," I opened my closet and saw my old leather jacket costume there, it was almost smirking at me. It knew I was going to come back to it. It was only a matter of time, "I'll handle it."

"Wait, what?!" I hanged up, dropped the phone on my bed before changing into the costume while I thought of just who I was facing.

I don't know how Otto gathered them, the man didn't care about Spider-man, no, he cared about getting revenge on Norman Osborn. And the others? Otto wouldn't gain their allegiance if he didn't' give them something too.

Vulture hated me, but he also had beef with Norman. The Rhino...if he found out who hired im he might be angry with Norman too. Marko, the Sandman, I didn't think he was even alive. Damn Wyndham.

Then there's Shocker...why that guy? Honestly it's kind of stupid. He's useless, surely Otto knows this? Maybe...doesn't matter. And I know for a fact Electro hates my guts, so he's probably just along for the ride.

So they are all coming here, to the heart of the city, where people could get hurt….and it's all because they are after Norman Osborn.

I zipped up my jacket and put my helmet on, "Sexy, call Harry Osborn."

" _Calling,_ " she replied. I snuck out of the window and jumped into a tree before leaping into the air and landing before my car. I got in and drove out.

Harry picked up after a few rings, "hello? Parker?"

"I just saw the NEWS, is your dad safe?"

"What?"

I sighed, "Harry, the NEWS. Six super powered freaks are coming after him. Is he safe?"

"He's fine, I think," Harry paused, "we're at our penthouse in the city. My dad's got the best guards in place, he even hired some big shot security guy, we'll be fine."

"I hope so," I told him hanging up. What am I saying, of course he's not going to be fine. And neither will I if I go into this half cocked.

I needed a costume, a proper one. I barely beat Electro last time, and Marko isn't a joke either. I needed a suit. I don't know when they are going to strike again, but I can't afford to wait.

So I went to the one place I could think off for equipment. Avenger's tower. I drove a reasonable distance away from sight before I activated my car's flight function and flew into the city, landing on the helipad on the roof of the tower.

However, the moment I walked out of my car the door to the roof exploded as people came pouring out. They quickly surround me, pointing their large scary guns, "put your hands in there air!"

I raised an eyebrow and did I was told, "ah, okay? Can I help you guys?"

"We have suspect in custody, bringing him in for questioning," the man leading this little squad spoke into a radio. He turned to me, "turn around and put your hands on your head. You're under arrest for trespassing."

"What?! But I'm a friend! Spider-man! Hello!" I cried out.

The guards looked at each other on confusion. The leader scoffed, "kid I've seen Spider Man, you ain't no Spider-man."

I blinked, "you really are a special brand of idiot aren't you?"

"Stand down, all you of you," Bruce came running in, "I'm sorry Spider, I didn't realise they would do something so stupid."

"It's fine," I shrugged.

"Sir! This is an intruder!" the head guy told Bruce.

Bruce looked at him and raised a single eyebrow, "are you telling me I don't know when I'm looking at my own teammate Mr..."

"Brandon sir and no-no sir, it's just," he gulped as Bruce said nothing. The man nodded, "right, everyone stand down, now!"

Slowly everyone dropped their guns and I put my hands down. I scoffed as I walked up to Bruce, "what's with the suits and guns?"

"Security," Bruce explained as we inside, "you did just gain entry into one of the most famous building in the world you know. People were bond to get jumpy."

I chuckled, "yeah, didn't realise that." We walked down two flights of stairs before ending up in the main lab area of the building. Bruce motioned me over to his lab where we could talk privately.

"So why are you here Spider?" Bruce asked closing his lab door behind him.

I sighed, "I need your help, well more like I need to use your stuff."

"What for?"

"Did you see the NEWS? Those people who escaped out of jail?"

Bruce nodded, "yes, six criminals am I correct? If I understand it correctly you put away nearly all of them."

I nodded, "yeah, and they were dangerous, each and everyone of them. One alone can kill dozens of people...well maybe not Shocker, that guy's a moron."

"And you're here because..."

"The Baxter building, as advanced as it is, doesn't specialise in weapons. I need my suit back if I'm supposed to stop these guys. It would take a week for me to build it at the Baxter building, I was hoping Tony left behind some of his tools here so I could make myself some protection before these made men come in and destroy this place apart."

Bruce smiled, "actually, I think I can do you better." He walked over to a wall safe and put in a code. He opened it and took out a steel case putting it on the table before me. "Well? Open it."

Cautious I did so, I opened the case revealing...no way. "How?"

"Tony insisted that you wouldn't stop being a hero. That no matter how hard life hits you, you would always get back up. And that when you were ready, you would need this."

It was my suit, my high tech black and red suit. It had been rebuilt, like it was brand new. I took it out and looked over over. It was perfect, gauntlets and all.

"Woah," I turned to Bruce, "okay, this is too much. Bruce all of his is too much. Thank you."

"No, it's not," Bruce looked at me firmly, "when Tony brought you in...I thought you were dead Spider. I did. It wasn't until he yelled at me to do something that I realised you still had a heart beat. You're an Avenger, no one's denying that. But, you're also just a kid. And if you're going to be out there with us, we will make sure you have the best protection we can give you. Tony wanted to make some upgrades but...I told him to hold off. It's your suit, you deserve the first chance to change it."

I sighed, "the reason I stopped is because...I didn't see a point to this. None of this."

"And now?"

"Now?" I smirked, "now I won't just sit and wait. When Otto escaped the first time he killed ten people, innocent people. They died and I couldn't do anything to stop it. And now he's coming back and he isn't alone. If I don't even try to stop them who knows what can happen."

"So you're going to go out there, make a mess of things, act like a crazy man and fight off six people at once?"

"Yup."

"Fury's not going to be happy about this," Bruce said with a smile.

"I don't need his permission," I replied.

Bruce chuckled, "Tony said you might say that."

" _Spider,_ " Sexy called out, " _I have obtained a tip from the police scanners who claim to have seen Doctor Otto Octavius and his companions pulling up towards 46th street._ "

Bruce blinked, "what was that?"

"It's an AI I got Tony to design for me," I smirked, "guess even then he knew...good job Sexy."

"You named your AI Sexy?" Bruce blinked.

I grinned, "yup."

The man sighed, taking off his glasses and rubbing his eyes, "right then, when do we leave?"

"We?"

Bruce took off his jacket, "you're going after six wanted criminals. There's no way I'm sitting this one out."

"The last time Hulk came to New York you nearly broke Harlem in half Bruce, I'm sorry, but no, I can't risk having to fight the six suckers and a pissed off Hulk," I replied adamantly.

"I have it under control Spider," Bruce told me, "I can't just let you go out there by yourself, six against one isn't great odds for anyone. I'm coming, that's final."

I sighed and looked around, suddenly I got a idea when I spotted one of Tony's older armour models in storage near Banner's table, "actually, I got a better idea. How are you with remote control cars?"

"Ah...decent. Why?" Bruce followed my eyes and landed on the armour, "Spider, no."

"Spider yes!"

 **With Otto:**

They were ready. Vulture's little gang proved quite useful. There was another intellectual among them, a man smart enough to harness the power inside the alien technology. Otto was impressed, but this wasn't the time to satisfy his curiosity.

Toomes got his wings back and Electro obtained a powerful containment suit made to hold the alien tech's amazing power. They were ready.

Otto hacked into the city's serves and found out Norman's home address, it was child's play. He never realised how much power his brain granted him over other humans, the fools never even explored the reaches of the human mind.

He sent the Vulture ahead to scott it out, sure enough Norman and his boy had their bags packed and were leaving with police protections. Three cruisers before their car and four behind. They would be very well protected, but not good enough.

"Where are they now?" Otto asked into their radio.

"Coming down on 7th avenue now, in five minutes they will be reaching Times Square," Vulture called it in.

"And that's where we'll strike," Otto replied, "keep an eye on them, we are two blocks down, we'll ram them as planned."

"Right," Toomes replied shutting off the coms.

"Come on already! Why do we got to wait for so damn long!" Electro cried out, "can't we just fry them! Why do we got to wait?! I want this shit over with so that I can kill the Spider!"

Otto turned to his dim witted friend, "we are waiting till they reach Time's Square because that is when there will be enough space for Alexis to move the Rhino exo-armor with maximum efficiency. If we strike now with now plans, Osborn can get away."

Electro scoffed, "whatever."

"I see them!" Shocker called out from on top their vehicle, "they're almost here!"

"Alright then, Rhino, begin phase one," Otto commanded.

"Right," the man inside the suit called out closing the main hatch.

On 45th and 8th Avenue was a large truck big enough to occupy a whole lane by itself. It was driving away from Time's Square. There wasn't much traffic behind it, most people didn't give the truck a second glance. But then the driver stopped the truck just as the signal turned green, running away from the truck.

Honk!

A taxi driver stuck his head out, "move it asshole!"

Boom!

The back of the truck started to wobble side to side. Everyone on the road stopped and stared. The taxi driver grew worried, he began to drive in reverse to move away, but just then;

BOOM!

The doors came flying open and into the cab, the man died instantly.

"Sinister Six! Strike!" Otto cried out as the Rhino armor leaped out of the back of the truck and onto to the taxi, flattening it. Bone snapped and blood exploded out, but they didn't even seem to notice.

"Now this is what I'm talking about!" Electro yelled as he stepped into the light. His full green body suit looked like leather, he pulled off his gloves and mask, throwing it aside and grinned. Immediately he flew into the air, "let's blow some shit up!"

"FIGHT!" Marko yelled as he came out as a mass of sand. Shocker and Otto were riding on the back of the Rhino armour as it began charging towards Time's Square.

"Get out of the way!"

"Run for your lives!"

People cried out as the Rhino charged through 45th street, one of the most crowded roads in the city. It was covered with civilians, tourists and new yorkers alike. People who saw the oncoming tank and remembered what it could do got out of their car and ran away.

The other's didn't. They did not survive their first encounter with the machine. The Rhino threw cars into sidewalks, they landed on people, nearly killing them instantly.

Shocker laughed, "this is so freaking cool! Hey Rhino! Throw something up real high! I want to see if I can blow it up!"

The pilot obliged, throwing a car over it's head high above. The Shocker pointed his gloves at the car, blasting it into the air.

"Look at it go!" he cheered, "hey Sparky! You think you can fry that thing?!"

"One fireball coming up!" Electro yelled as he flew up higher and sent a blast of electricity at the car.

The energy arced as it flew towards the blue mini van. Inside was a mother and daughter, the little girl cried out, her mother screamed in fear. They saw the lighting coming towards them, they knew it was the end.

And then a red and gold painted armour flew in front of them, arms spread wide. The lightning hit the armour right in the middle of it's chest, but it never faltered, it held on, absorbing all of the energy.

The mother and daughter still cried out, the car began to fall back down to Earth thanks to gravity. They cried out louder and louder, until suddenly the car stopped falling, bouncing a little before stopping in mid air.

"Hey!" I called out from outside the car. The woman and daughter looked at me in shock, "you guys might want to get out of here now," I broke open the door and threw it aside. "Jarvis, send an armor to pick them up."

"Yes sir," came the AI's response as another Iron Man armour came flying down, grabbing the little girl and her mother before flying off.

"What's the damage Bruce?" I asked looking at the armour Electro's attack hit.

"Power is at 200% capacity," came the scientist's snarky response from the coms. He wasn't on the field, oh I would never do something so stupid. He was back in the tower, piloting this drone manually while Jarvis took control of two other spare suits Tony left behind.

I stood on a giant web I had spun to catch the mother and daughter. It hovered over 45th street. The screams all came to a stop, people stopped running, the Rhino had put on the breaks. They were all looking at me, I walked closer to the web's edge and squatted to look down at the monsters before me.

"Did you miss me?" I asked in a joyful voice, though what I felt inside was anything but. All these people, dead. Instantly just wiped out, and why? Because Otto wanted vengeance for a wife that wasn't dead and a wounded pride.

"Spider-man! I'm going to kill you!" Elector roared as he came flying towards me.

"Oh no you don't," Bruce maneuvered his suit in front of me, sending out a unibeam strong enough to blast Electro away a block over. He went flying through the sky and crashed into the middle of Times Square. People cried out in terror as they all ran away.

"Bruce, take care of him, I have the rest of these clowns," I told the man.

"Right Jarvis, assist Spider-man," Bruce instructed as he flew away to face Elector who was slowly getting back to his feet.

"I have no quarrel with you Spider-man!" Otto called out, "leave now and we won't hurt you!"

"Speak for yourself!" Shocker cried out, "I only came to track down this clown! I'm going to break him in half!"

"Shut it monkey," I shot a webline at him, covering his mouth. He screamed but no words came out, "there, much better. And no Otto, while you don't have a problem with me, I have a problem with you."

"And why is that?"

"Look around you," I growled.

Otto did and seemingly he finally realised what had happened. All the people he had hurt. I sighed, "unfortunate, but needed. No one will stand in the way of my revenge! Not now, not ever! Osborn will pay for what he did to me!"

"Putting innocent people in danger is never okay Otto! Never!"

"Why do you care so much?!" Otto asked, "you gave up didn't you?! Doom broke you! You quit! Why did you return?!"

I looked at him and I knew the answer, "because I had to. Hey Sexy, notify SHIELD and the cops, make sure they bring six cells specially designed for each member."

" _Yes Spider_."

"Great, now let's kick some ass," I leaped off the web and shoot and line out, swinging down towards him.

"Foolish arachnid," Otto growled, "Marko! Destroy him!"

"Pudding!" Marko cried out as he came right at me. I smirked, thought they couldn't see it. I shot another web line adjacent to me and pulled away from the swarm of sand that was Flint Marko.

I landed on the street and rolled over and turned. Slowly Marko grew in size as he looked at me and growled. "Spider hurt Marko! Spider pay!"

"Heh, guess you remember me huh big guy? But guess what, I remember you too!" I thrusted my palms out sending out repulsor beams strong enough to blast two holes into the sand monster.

"ARGH!" he cried out before reforming his body. "Kill!" He came charging forward, I looked back and saw a fire hydrant, there was a reason I gave up the high ground for a street level fight. I back kicked the hydrant off causing an explosion of water to come bursting out.

I leapt away and landed on the side of a building. Marko put his hands up to stop the water, but the moment it touched him he began to deform. I smiled, thank you third grade science! I turned to Otto and fired off two repulsors at the man.

He immediately brought his arms up and blocked the blast with his metallic arms, but it sent him and Shocker, who was standing right behind him, flying off the Rhino's back. Otto landed on his back, he growled out, "destroy him!"

The Rhino turned to me, it charged at the building I was on. I waited for the last moment before jumping away, it crashing into the brick wall, tearing it apart. I landed on it's back and brought both hands down, firing into it's hard exoskeleton.

"Get off me!" The man inside cried out as he activated two machine guns that popped out of it's shoulders and turned to me.

"Whatever," I scoffed, firing my repulsors at them instead, blowing them off it's suit, "need to do better than that moron!"

"Like this?!" Otto cried out as two of his arms came right am.

I sensed them before he said anything. I jumped away, his arm landed on the building instead. I shot a web line out and circled around, coming at Otto from the side.

"Oh no you don't!" Shocker cried out, blasting me with his vibrations, sending me flying off course and into a wall.

"Are you kidding me?!" I roared as I got up, just in time to see the Rhino pull out of the building it crashed into and turn to me. A missile launched popped out of it's back and locked at me, "shit."

"Fire!" Otto cried out.

It exploded outwards, flying right at me. I jumped and landed on a building side, leaping across to another building, climbing a little higher every time. It was following me, heatseeker huh?

I got an idea. I looked over, Bruce was still handling Electro. I shot a web line over and swung over to them, I looked behind me and the missile was following, gaining on me.

"Hey lightbulb!" I cried out.

"You!" Elector turned to me.

"Bet you can't hit me!" I cried out swinging right at him.

"What are you doing?!" Bruce yelled.

"Watch me you stupid bug!" Electro roared as he sent an arc of superheated plasma, AKA, lightning.

I grinned as I let go of my web line and faced both my palms downwards. I sent my repulsors off at maximum power, soaring into the sky from the thrust alone. The electricity met the missile setting it off.

BOOM!

The explosion sent me flying upwards faster than I was already. I felt the heat reaching my feet, suddenly I felt it, the phantom pain in my back.

The sky I was being launched at suddenly changed, the darkness, Doom. I felt myself fall down, my arms were broken, my legs were shattered, I felt myself freeze up as my body came flying down.

"Got you!" I heard Bruce's voice in the coms as I felt a pair of metal arms stop my descent. I curled inwards as he floated down. "Peter? Are you okay?"

"No," I gasped, "Doom, no. I...fuck!" I pushd the feeling away. I refused to let the mere memeory of him keep me down!

"I'm taking you out of here, Jarvis, take care of-ZKT!" A metal arm tore through the armour's empty head and ripped it off it's body. A second one then launched through it's chest and the arc reactor in the center. The arm lifted the suit and me into the air before throwing me aside.

I went flying away, broke pieces of Tony's older suit in pieces before me. I dragged myself up, my arms still shaking as I looked up, seeing them all assembled before me.

Otto stood on the Rhino, a steed worthy of his rank. Electro smiled like a maniac, Shocker grinned. Sandman finally got out of the water and was now half his full size, but whole.

"You are no match for our combined power Spider! Surrender now!" Otto cried out with a smile. He looked over, I followed his sight and saw Norman's car pulling over with it's police escort. "And everything comes together!"

'No, I can't let them get hurt, it doesn't matter who, I just can't!' I got to my feet, my hands still shaking. I growled, 'I'm not a coward. I'm not going to be fucking scared of these freaks! Never again! If I die today then I die! But I won't die a coward! Never that! I'll die on my feet!'

I felt my memories of my near death experience fade away to nothing. "Hey morons! You still have to get through me!"

Elector growled, "with pleasure!"

"No! Norman's the objective! He comes first!"

"I joined up with you for one thing only! Killing Spider-man! And I'm going to do it!" Elector roared as he sent a blast of electricity at me. I grinned as I held my ground, 'this is going to hurt!'

ZOOP!

The Parker Blood in my suit absorbed the power slowly, inputting it into my own arc reactor. This was the reason I made the system in the first place. Total immunity against electricity, and…the HUD in my helmet read the power reading at 400%. I smiled.

"How is he still standing?!" Shocker cried out.

"I know, shocking isn't it?" I chuckled, before pushing my chest forward, a unibeam three times stronger than my normal one came blasting out into their ranks.

"Move!" Otto cried out as he jumped off his stead. The others left as well, but the Rhino was too big, too slow. And way too big of a target to miss.

I hit it dead in the center. It was swept off it's feet and sent flying backwards, exposing its belly as my unibeam continued to blast into its underbelly.

It was reduced to a broken pile of scrap when it collided into a nearby building. I stopped the beam then, power was back down to 100%.

"One down, five to go."

"You little punk!" Elector cried out as he came flying at me only for an Iron man armour to come flying in, spearing Electro in the gut and bringing him into the air.

"I took over one of the suit's Jarvis was using Spider," Bruce's voice called out in my ears, "I got him, you take the rest."

"With pleasure," I shot out a web line at Shocker whose eyes were still plastered at the downed Rhino armour. I pulled him up into the air. He came flying at me, I jumped and smacked him across the jaw.

I landed safely while he landed on his back hitting his head, too bad he was already unconscious. "Two down, four to go."

"Marko! Kill!" Otto ordered.

Marko squirmed, "no, water man!"

"Marko! I order you to fight him!"

Marko sighed before launching himself at me. I jumped back, he swung at me wildly, I jumped, dodged and ducked all the time. I looked around, water, I need, jackpot!

A fire hydrant, I jumped towards it, but when I landed my spidey senses went off. I was too slow to move away from one of Otto's arm as it slammed into me, sending my flying across Times Square.

I landed on my feet gracefully and looked up to see Mrko come rushing at me. "That trick won't work twice Spider!" Otto called out.

I looked down, sewer drain, I sighed, I really hope Tony made this suit washable. I opened the manhole and jumped down. Flint followed me thanks to his stupidly small brain. I ran across the grey water infested water, Flinty charging at me, slowly realising something was wrong.

I reached the very next manhole cover and jumped up, throwing the sewer cap open. I landed on the street just as Marko came out, now smaller than before and still a little wet.

"Here you go!" I pulled out my liquid nitrogen pills and threw them at him, "a gift!"

He looked curious, not bothering to doge in favour of finding out what this gift was. The moment they touched his chest and neck, they exploded. The water helped freeze him quicker, covering him in a block of ice instead of just a small fraction like I thought.

I blinked as I looked down at my tool belt, 'Tony must have given them an upgrade.'

I turned to Doc, "you're next."

Otto smiled, "actually, I believe he wishes to play next."

I blinked, "what are you-" my senses went off and I jumped to the side. But it was in vain as a beam of energy grabbed onto my like a tractor beam and I was pulled up into the air.

I looked up, the Vulture smiled down at me, "round two webs!" I groaned, this was going to be a pain in the ass! I spun my arms clockwise forming a a glowing reddish gold spell circle and point it upwards at the Vulture.

"Wha the fu-"

"Blast away my enemies oh power of Naraka!"

BOOM!

Otto hoped Toomes had the brains the rest of his team lacked and kill that bug! But no matter, they served their purpose. Otto raised himself up and rushed towards Norman's car, his long arms giving his wide strides.

One arm pierced a police car's fuel tank and threw it at the other. The three car escorting Norman's front was destroyed.

The black car in question tried to drive away but Otton smashed the engine with his arm and walked to the back.

"You monster!" the door flew open as Norman jumped out with a gun in hand. He fired off the entire clip at Otto.

In response the scientist simply protected himself with his arms, blocking them all. When Norman's gun clicked empty Otto smiled as he raised his metal limbs. "At last Norman, I have you right where I want you."

"You monster! Do you know what you did?! You ruining my life! My company!"

"You killed my career! I spent an entire lifetime working on that project! And now it's all gone!" he sent a metal arm and grabbed Norman by the throat and lifted him up, "and now, I'm going to break your head like an apple. I'll see you in hell Norman."

"Get off him!" a young boy cried out as he jumped out of the car with a second gun.

"Harry no!" Norman yelled.

Harry fired off the gun. Otto used two of his arm to block the sloppy aim, they all barely even reached Otto, except one lucky shot that graced his side.

Otto winced in pain. He grabbed on his side and saw his hand covered in blood. He saw red, he turned to the boy, "I'll kill you!"

"Run Harry!" Norman called out.

Harry grew afraid as he threw the empty gun away and ran away. But he was too slow. Otto grabbed him by the ankle and swung him around. Harry went flying across the air until he hit the road hard, his head hitting the ground with an audible knock.

"Harry!" Norman cried out with tears in his eyes as his arms reached out for his son. He cried when he saw the blood pouring out of his head. His hands went limp as he turned to Otto. Slowly anger came over the grief, he looked at Otto and growled, "I swear Otto, even if it's the last thing I do. You will die by my hands!"

Otto smiled, "not if you die first!"

"INCOMING!" I cried out.

Both men turned and saw my riding the Vulture like a surfboard, coming crashing down. Toomes hit the ground hard as I jumped off his back and at Otto, fist drawn back. Otto brought up a tentacle to protect him, that wouldn't be enough.

My top two stingers popped out of my hand. A flash of black bones and red blood went through Otto's metallic arm like it was nothing.

"How?!" he cried out.

I ducked under his other arm and bent low. I pushed my legs up with all my might, my normal left hand went across Otto's jaw. He went flying back, his arms letting go of Norman as it did.

Otto went flying away as he landed on the ground, unconscious. I stayed, panting all the while. My costume was ruined, my leg armour was torn apart, it smelled and the Vulture got some pretty good cut in across my arms. But I was alive.

I stood up tall, I was alive. I did it….I fought them, and I lived.

"Harry! Harry!" Norman called out. I snapped out of my self satisfaction to see the man holding his bleeding son in his arms.

"Oh no," I gasped, I ran towards him, "how is he?"

"You have to help him! Please! Take him to the hospital!" Norman lifted Harry in his arms and pushed him to me, his eyes begging for help, pleading even.

I blinked, "y-yeah, of course," I pulled Harry into my arms and looked around, one, two, three, four, five...where's Electro?

"Bruce, where are you?" I called out.

"Look above you," I did and there came Bruce's suit, now half broken. But in his arms an unconscious Electro. "I called SHIELD, they'll be here any second with special containment units."

I nodded, "good, leave Electro here, I'll take care of him, you need to get Harry Osborn here to a hospital, he's lost a lot of blood and has a possible concussion."

"Right," Bruce had the armour toss Electro aside and take Harry carefully. He then flew off towards the nearest hospital, Norman and I watched him carefully.

I left Norman alone, the man looked like he was shell shocked as he looked around at the damage Otto caused. I gathered up the Six. I tore off Vultures armor and Shockers gear.

I used my stingers and tore off each of Otto's arms, no chance of reattaching these. I broke into the Rhino armor and pulled the pilot outside, stupid moron wore the same clothes he wore last time I caught him.

I tied them all together. Sandman was in an iceberg so no problem, but Elector was. So for him I just covered him with webs, creating a giant cocoon, and just to be safe I put a liquid nitrogen right under his chin, so if he wakes up and squirms, it will explode and cover his head in ice. Harsh? Yes. But I'm not letting him just walk away.

I then turned to the people hurt. Firemen and police have already begun evacuating people, nothing I can do there. Those that were pinned down by the Rhino were dead, those who weren't ran away.

I noticed them, the people. They were slowly coming out of hiding. They looked at me and whispered. They pointed and stared. They gasped, and almost immediately the began to take photo's on their phones.

"Spidey!"

"We love you!"

"He's back!"

They cheered, they praised. I couldn't help it, I felt proud. I knew then, that no matter how many times I fall, no matter how many times I am broken, I always have to get back up and fix myself. I need to be able to fight back, if not for myself, than for those who can't.

No child should be an orphan because I couldn't stop a madman with a gun.

No parent should have to bury their child because of a villain having a bad day.

I have a reason for fighting again, I always did, it was just lost on me until now. I need to help people, because if I'm honest, I'm just that sort of guy. Maybe that's why I ended up in Peter's body. Damn it, I'm going to be a superhero again.

I think I owe MJ like fifty bucks.

* * *

 **How's that for a return?**

 **Anyway, about upgrades and new powers: It'll be a steady progressive thing, but it'll happen eventually. I'll be focusing on a few minor plot lines going forward, just a few small arcs and a big one, but eventually, by chapter 50 or something I'll starting the path to Infinity War.**

 **Now, one small thing: NO SPOILERS IN THE REVIEWS!**

 **I've seen the movie, true, but I'm sure some of you haven't so please, no spoilers. But seriously, I now get it, the SI needs more powers, THANOS is coming. I understand now just how big a threat he is, and while he will gain the desire and will to fight back hard, it won't be for some time.**


	41. The Iron Legacy

It took me an hour to help clean up the mess the Sinister Six caused. When I was done I decided to head to the Baxter building, Liz and the others must be worried sick. And I need to explain myself and give Reed a piece of my mind while I'm at it!

" _Spider, you're receiving a call from your father, shall I put it through?_ " Sexy suddenly said.

"Oh...right," I landed on a rooftop and sighed, " put him through," I can already guess what he was going to do.

"Peter?! Oh thanks God! Are you okay? Did you get hurt?!" his voice was panicky as he asked each question one after another.

"I'm fine dad," I sighed, "this isn't my first tussle with those clowns and I doubt it will be last."

"Oh thank God, I was so worried," wait for it, "what were you thinking?! Do you have a death wish?!" There it is.

I sighed, "I had to do something."

"I thought you have given up on this crazy idea of being the Spider?! You finally were getting better Peter?! Why?! Why did you do this?!"

"Because people were getting hurt," I growled out, "you would rather I do nothing?!"

"Yes! At least then I won't have to worry about my son coming home in a body bag!"

"Yeah well then maybe that's the difference you and me! I don't run away from trouble, I run into it. And as long as I can make a difference I will."

"Peter you cannot do this. I will not allow you!"

"You can't do shit to stop me," I growled back, "I am Spider-man, and I swear if you even think of doing something I will never forgive you. I'll talk about this at home Richard," I spat cutting the call.

I sighed, "I fucking hate family drama." I leaned on the roof railing and looked out. The people around me, the world, it felt a little safer now, maybe it was me, maybe, but either way, everything felt better. It's like they all knew as one that I was back.

I continued on my way to the Baxter building, and just then I got another message.

Bring!

" _A message from one Mary Jane Watson sir,_ " my female AI replied, " _she says that you owe her 50 bucks._ "

I chuckled, "tell her to put it on my tab." I swing over to the building quickly and landed on the veranda. I walked in and spotted Liz with Johnny on the couch with Sue on the loveseat and Reed on the couch, all of them staring at the news on TV.

"Peter!" Liz noticed me first as he jumped away from Johnny and ran to me. She had a bright smile on her face as she looked at me, "I knew you couldn't quit!"

I sighed as I took off my mask that turned into it's tab form when on standby, "yeah yeah, I already owe MJ 50 bucks."

"I glad you're alright," she said giving me a light hug before breaking it off, "now, WHAT THE HELL WERE YOU THINKING TAKING ON SIX OF THEM AT ONCE?!"

"And that's my cue to pull her away," Johnny said as he grabbed Liz by the arm.

"NO! He needs to understand he acted like a fuckign lunatic! He could have called the Avengers! Anyone! But nooo, he had to do this on his freaking own!"

"Yes sweetie," Johnny said as he pulled her to his room. He turned back to me and gave me a smirk, "glad to have you back man. The real you I mean."

"Glad to be back," I turned to Sue, who had now put her book away and put all her focus on me. I smiled, "think I was stupid too?"

"You could have called me or Johnny to help Peter," she replied moving over to make room for me in the loveseat.

I sat down next to her, her warmth drawing me closer like a moth to a flame. I could smell her scent, it made me sign in relaxation. "I know, but...it's something I need to do on my own."

"You could have died," Sue snapped.

I looked at her and smiled, "you know that can't happen right? I'm basically unkillable-"

"-I don't care about your healing powers Peter! If they cut off your freaking head there's no coming back from that!" Sue yelled out, her teeth bared as she glared at me in hate.

I sighed, "I'm sorry."

"Not good enough."

"Fine. I'll do the foundation's laundry for a week."

"We have a freaking laundry machine!"

"So? Someone still has to put them into the machine and take it out!"

Sue rolled her eyes, "a month."

I smirked, "deal," I put my arm on the couch's backrest, over Sue's shoulders, and leaned back, "not a bad day I think."

"Twitter's been blowing up."

"What do they say?"

"They are glad you're back," she smiled at me, "genuinely glad. They felt afraid, but now that the Spider is back, people feel safe again. One look at you and people are suddenly brave again. Who knew a spider could amass such bravery?"

I looked at her and grinned, "me. Why do you think I had it spray painted on my jacket?"

"I'm sure it has nothing to do with the spider that bite you," Sue rolled her eyes at me. We chuckled, Reed, finally making some sort of noise since I entered.

I turned to him, "is it gone?"

Reed nodded, "yes, I made sure to dismantle it and wipe its system from the servers. It won't ever be used again."

"Good," I glared, "I don't know what you were thinking..."

"Peter...what happened?" Susan asked, her hand over mine, "what happened to you...when you went through that portal?"

I smiled, "something freaking awesome," both Reed and Sue were startled at my smile, I guess that's to be expected, I didn't smile much before. "In fact, I have pictures!"

I took out my phone, the one I carried with me all throughout my journey, to Earth 982, to Mephisto's realm and eventually back home.

"Sexy, display these on the TV," I called out, my AI doing just there, mirroring my phone screen onto the big screen TV.

"This, is Franklin Richards," I pulled up a photo of my and Franky, it was right after our journey in the negative zone, he looked exhausted, but happy, with one arm over my shoulders and a grin one his face.

"Franklin?" Sue blinked.

"Richards?" Reed blinked.

I grinned, "the future son of Sue and Reed Richards," I swiped the photo displaying the Fantastic Five in all their glory, "in the world where I went too, everything was older. And instead of four of you, there was five. Johnny, Ben, Reed,Franklin and Johnny's wife Lyja."

"That green woman is Johnny's wife?!" Sue gasped.

"Yep," I nodded.

"Wait...where am I?" Reed asked, "I don't see myself in the picture."

"You're right there," I pointed at the grey robot, "you lost your body in the future, but your mind was still intact. So you transfered it into a robot body….kind of badass is you ask me."

"This is amazing…." Sue replied as I spent an hour talking to them about what I saw. I avoided topics like being Strange's apprentice and fighting the devil, but the adventures I had with Franklin and the rest were an open book.

It was around ten in the night when I drove back home. I got Doc to bring the car back from the Avengers tower on autopilot, I sort of forgot I left it there. I changed into my normal clothes and walked inside, I was kind of expecting to see Peter, MJ and May, but instead I got my other family, Ben, May and Richard, all looking very worried.

I walked in, closing the door behind me, "hey, sorry I'm late. There was a mix up at the lab."

"Peter, oh thank God," Richard rushed to me, smothering me with a hug, "are you alright?"

"I told you, I'm fine," I sighed hugging him back, "nothing happened."

Ben smiled, "we told him that, but he kept insisting something was wrong. Did you do something funny Peter?"

I chuckled, "no, nothing too bad," I smiled at Richard who looked away, a little angry but doing his best to control it, "actually….I have something to say to you guys."

"What is it dear?" May asked, worried.

"Thank you," I smiled, "I know it's been...difficult having to deal with me after Felicia and Doom. But...thanks, for not giving up."

Ben got up, he ruffled my hair with a grin, "never."

"Peter...you seem...happier," May said cautiously.

I chuckled, "yeah, I finally pulled my head out of my ass."

"Language," Richard scolded. I grumbled, 'so that's where future Peter Parker gets it from.'

"What happened Peter?" Ben asked curiously, "you seem...different."

I grinned, "just got some time to my to gain some perspective," suddenly my stomach began to groan, "ah...also an appetite it seems."

Ben laughed, "alright then, let's get you something to chow down on. And while we do that, you can tell us what exactly happened."

I groaned, great, I have to lie again. But dinner that night was nice. I never realised how much I missed having these people in my life. My 'future family' were nice to spend time with, but this...these were the people I knew.

 **Two days later:**

"You know, you never did tell us what happened to you," MJ spoke as she sipped her cup of coffee.

She, Liz and I all sat in my favorite coffee shop. School had just closed for christmas and we had a lot to catch up on.

Since that day things have been...different. It took a few days for me to get back into the flow of things. People to meet and all that. The Avengers were worried, but they were just glad I'm okay, especially Tony, kept rubbing the fact that he was right.

Reed on the other hand was still racked with guilt. I felt bad for the guy, but he deserves it, I made sure to tell him never to do something that reckless again and he agreed. Thank God.

People actually had a theory that the 'real' Spider-man was dead and the guy who stopped the Sinister Six was actually Captain America in disguise. The 'proof' for this was the prices of Iron Man's suits.

Needless to say that theory always cracked me up.

"There isn't really much to say MJ," I told her sipping my own coffee, "I was transported into another world where I was much older, around 50 I think, and I had to survive there for three months. I got help from the Fantastic Five, who are pretty dope by the way, and a magician."

Liz snorted, "magic, right."

I looked at her and raised an eyebrow. I extended a finger and slowly a small red line came out, grabbing her cup and pulling it out of her reach. MJ and Liz's eyes widened comically.

I smiled as I ended the spell, "it's called the whips of Vastha, pretty cool huh? It was the last spell he taught me, it took me forever to get it down."

"You can do magic?!" MJ shirked in silent awe.

I shrugged, "oh please, don't sound too surprised. I'm awesome like that."

Liz blinked, "what else did you see there? You're like fifty there right? Did you like have a wife and kids? Were you married?"

That question gave me pause. MJ and Liz leaned in to hear the answer, and I knew I couldn't tell them the truth. MJ had just started dating Mark, and form what I heard it was going great. But if I tell her, 'oh hey MJ, remember that girl version of me that visited us? Well I lied, she's actually our daughter from another world where we both got together and had a kid!'. Obviously, that can't happen.

I shook my head, "no. I was alone. That version of me had quite being Spider-man and instead became a forensic scientist. Pretty cool dude, if I do say so myself. But he does have this stupid looking goatee," I ended with a grumble.

"What about us?" Liz asked, "did you see a version of us?"

I schook my head, "no, sorry. That me figured it would be best if I didn't learn too much about the world, that way it won't hurt like a mother fucker when I leave them all behind," I lied.

MJ hume, "damn. I would love to know what I end up as."

"Why? Wondering if you and Mark end up together?" Liz asked lilly to which MJ blushed a shade similar to her hair.

We chatted for some more time, just three friends. We talked about MJ's new play and how she got the lead in it. We talked about Liz and Johnny's date to Florida where Johnny had to save her from an alligator. All in all, it was a good day.

And then, just as I was going to pay for our coffee the TV in the coffee shop caught my attention displaying the latest news of a bombing in California. An act of terrorism, the Mandarin claimed responsible. And Tony had officially just challenged him to a fist fight.

I sighed, Iron Man 3 ladies and gentlemen.

"Is he going to be okay?" MJ asked me in a whisper as we left the coffee shop.

"He will be," I took out my tablet, "Sexy, call up Pepper and tell her the Spider is coming to give his assistance."

" _Shouldn't we tell Mr. Stark first sir?_ " Sexy asked.

"No, he's too stubborn for it," I sighed.

"Are you going?" Liz asked as we walked up to my car.

"Yeah," I opened the door and got in, "he had my back with my suit and he gave me this bitching AI-"

"- _Damn straight,_ " I was teaching Sexy how to gain some attitude, so far it's been a success.

"I owe him," I smiled at the girls, "don't wait up," I drove out, leaving them behind.

"Damn it," I heard MJ grumble, "that was my ride."

I drove the car into a secluded alley before kicking in flight mode and lifting off vertically into the air. I engaged stealth mode, making me invisible to radar, and took off full throttle towards Malibu. I punched in Tony's home address, he did just give it out on national TV.

"How long till we reach?" I asked allowed.

" _4 hours sir_ ," replied Doc, my onboard AI for the car.

"Alright then, Sexy, call Sue and then home, I need to explain my absence as best as I can," I sighed, guess it's time to lie again.

 **Four hours later:**

We were coming up on Malibu air space. I had actually taken some time to sleep and now yawned fresh and awake. I quickly changed into my Spiderman costume, I had taken time to repair it and it was now good as new. Though I figured it would be time to upgrade soon….provided I manage to get enough capital to do that.

" _We're currently flying directly over Mr. Stark's recidence,_ " Sexy called out, I looked down and sure enough there it was. And we weren't the only ones here as it was surrounded by news helicopters, a few of which I knew must belong to the Mandarin.

"Great," I looked around, so far the copper looked normal enough, maybe they were bidding their time, hm… "Sexy, do you think you can hack into the onboard systems of these choppers?"

" _Of course, who do you think I am?_ " Sexy replied.

"Good. I'll go down, you and Doc stay up here and be on patrol. The Mandarin has control over several helicopters disguised as news choppers. They should come at the house from the sea, if you spot anyone of them with a system that has freaking rocket launchers in it take over and crash them into the sea. Got it?"

" _Understood Spider, good luck,_ " Sexy replied.

"Thanks," I opened the door and leaped out, "I'll need it." I dropped down twenty feet onto the roof before landed in a roll. Immediately twenty or so rocket launchers popped out of the ground, pointed at me.

" _Hault! Identify yourself,_ " I heard JARVIS call out.

"It's me, Spider-man, tell Tony I came to help," I ignored the rockets, obviously if they were any harm to me my spidey senses would have warned me. I walked over to the edge of the roof and jumped down.

I walked right up to the door and pulled it open, "honey! I'm home!" I found Tony, with his mark 42 armour placed off to the side, Pepper and another woman around their age with brown hair and black skin looking very worried.

"Spider?" Tony blinked, "great, did everyone just decide to pop in and visit?"

"I'm sorry, didn't Pepper tell you?" I turned to the red hed, "hi by the way, I'm Spider-man."

Pepper nodded, "he called, said he wanted to help."

"Only you can threaten a terrorist, give him your home address and then act like nothing happened Tony," I snorted as I turned to the woman, curious, "and you are?"

"Maya, Maya Hansen Williams," she replied.

"And what are you doing here?" I asked.

"Yes, I think we would all like to know that," Tony asked, "first you arrive out of nowhere after thirteen years, and then you warn me to leave without giving me any reason as to why."

Maya looked at us before sighing, "I-I think my boss is working for the Mandarin."

"I'm sorry, but I thought you were a botanist," Pepper asked surprised.

Maya snorted, "figures. Did you really have to under sell me so much Tony?"

Tony snorted, "she's a biological DNA coder. She was working on...Extremis, right?"

Maya snorted, "at least you remember that...look, he's coming for you, and we need to get got, understand?"

"Actually, this might be the safest place for us all right now," I said.

"No, nowhere is safe," Maya argued, "he's coming for us, all of us."

"JARVIS," I called out, "activate the house party protocol."

" _I'm sorry sir, but I'm not allowed to do that without authorisation from Mr. Stark,_ " the AI replied.

"Wait, how did you even know about that protocol?" Tony asked.

"I'll explain later Tony, for now, could you please just activate the damn protocol? It would be hell of a lot better than just having one suit out."

"Well...I guess," Tony blinked, "why didn't I think of this before?"

" _Maybe because you're going on less than three hours of sleep sir for the past week?_ " JARVIS suggested.

"What?!" Pepper cried out, "Tony-"

"-Not now," Tony sighed, "JARVIS, activate the House Party protocol and put them all on stand by around the house."

"Ah, guys, should you be worried about that?" Maya pointed at the TV screen where the image of a rocket heading straight for the house was displayed on the NEWS.

"No, we really don't," I tapped my helmet, "Sexy, you got this?"

" _Bypassing the rocket's internal targeting system and...reroutign complete,_ " Sexy replied as the rocke suddenly veered off course, heading straight into the sky.

"You named your AI Sexy?" Tony asked surprised.

"Yup. Why? Jealous?" I chuckled.

"No, not at all. It's just the most advanced AI on the planet, sure, go ahead and objectify it," Tony shrugged.

" _Excuse me sir,_ " JARVIS coughed.

"Oh, sorry about that," Tony replied.

"What about the helicopters?" I asked into my compns.

" _They're being taken care off as we speak,_ " Sexy replied. We all turned to the windows that looked out into the ocean and the terrorist coppers disguised as news choppers were spinning out of control.

"Nice job," I whistled, "do me a favour hon and crash them into the sea," I turned to Tony, "thik JARVIS can swoop them up with your suits?"

"You heard the man," Tony replied into his coms. And just like that I prevented the entire plot of Iron Man 3. Thank you How It Should Have Ended!

"Now, who the hell is your boss" I turned to Maya, she was different from the movies...yes, she was black instead of white, sue me. Did I do this? No, she was born way before I arrived...but there were differences between this universe and MCEU, whatever they are.

"Aldrich Killian," Maya replied getting looks from both Pepper and Tony.

Tony smirked turning to Pepper, "I told you-"

"-Not one word," Pepper shot him down.

"I think you should start explaining," I told her motioning to the couch where they all sat down while I stood off in the background.

"I-I...I began working for Killian because he gave me the funds needed to continue the Extremis virus project," Maya began, "he used it to use his disability and started marketing it as a cure of sorts."

"A cure? A cure for what?" Tony asked.

"Sexy, get me everything you can about this project from JARVIS," I whispered into my comns.

" _At once Sider,_ " she replied as a list of detail upon the project came on my screen.

"Everything," Maya replied, "it could cure anything that faulted a human's gene...I based it off off a mutant I met a while ago, altering the X gene to form a virus-"

"-that could replicate cells at an extreme rate causing a near perfect human specimen," Tony finished, "yeah, I remember that. But what does that have to do with the Mandarin?"

"Because Aldrich can't sell the extremis unless there's a war to fight...a war with the Mandarin."

"Fucking hell," I groaned, "alright then, so you're working for AIM?"

Maya looked over at me, "yes, I am."

"So why should we believe a word you say?" I asked, obviously pushing for the narrative I was secretly aiming for. They don't know she was secretly working for Aldrich, I did.

"What? Why do you think I'm here? Risking my neck out like this?!" Maya screamed.

"Because you failed to perfect Extremis," I replied smoothly, "I had time to review the Mandarin's bombings. And from what' I'm seeing based upon the data JARVIS has on hand about your little project, it sucks. JARVIS, display please."

I snapped my fingers as a hologram came up detailing Maya's work. I pointed at a genetic sequence, "there. This would cause the subject to overheat upon their own cellular generation. Causing a total cellular collapse meaning they would burn into nothing, in plants. If Aldrich is using them on humans like you suggested, the result would be far more explosive. Tony, they never did find any bomb casing did they?"

Tony blinked for a second before nodding, "they weren't bombs...they were people," he looked at Maya, horror on his face, "what did you do?"

Maya froze, she she looked at me, "h-how did you know?"

I shrugged, "I'm a pretty good detective."

"I'll say," Peper replied looking stunned, "do you want a job?"

"He has one," Tony turned to Maya, "did you know?"

"I-I-"

"-Did you know?!"

Maya looked down in shame, "yes. I did."

Tony got up and walked away, he looked torn, defeated even. He turned around and glared, "why? Why would you do this?! The Maya I knew-"

"-You don't know shit about me Stark!" Maya roared getting on her feet, "you haven't for twelve years! I did what I had to do because you left me no fucking choice!"

"No, no, yo do not get to put this on me! I didn't make you work for Aldrich! And I certainly didn't help you -"

"-Mom?"

We all turned around as a young twelve year old black girl walked in through the front door looking around.

"Riri, what are you doing here?" Maya jumped out of her seat, running to her side.

"JARVIS, how did she get in here?" Tony asked.

" _I'm sorry sir, but somehow my systems did not detect the presence of the young girl,_ " JARVIS replied.

"Mom, what's going on?" the girl looked at us, her eyes going wide as she spotted me, "is that Spider-man?! Oh my god! This is so cool!"

I blinked, "Sexy, do a facial recognition search on her."

" _Right away Spider,_ " Sexy replied.

"Riri, what are you doing here? I told you to wait in the car," Maya grabbed the girl's hand looking worried.

"Yeah, but I wanted to see Iron Man," she looked over, "and Spiderman! Oh my God this is so cool! I'm totally nerding out right now!"

" _Spider, her name is Riri Natasha Williams, her mother is Maya Hazen Williams. She's homeschooled, no records of her other than a birth certificate._ '

I blinked, "ah...any chance that birth certificate was issued nine months after Maya Hansen met Tony Stark?"

" _Searching…..no sir, she was born six months after that,_ " Sexy replied.

I groaned, "was she premature?"

" _Searching...yes, it appears so._ "

I turned to Tony, "dude, you're a father." And judging from Tony's look of horror and Pepper's matching gaping look, they figured that out.

I turned ot the little black girl, Riri Williams. Wasn't she a superhero in my world? Yeah...in the comic books, she was a 15 year old MIT student that figured out Tony's suit design and made one of her own. But here, in this world, it looks like Riri was Tony's...daughter...oh fuck me.

"How did you get in here?" Maya asked pulling Riri out.

"I just hacked into the system to let me in," Riri shrugged showing a tablet on hand with JARVIS's main frame displayed on it.

"Come, we're leaving."

"But mom! That's Tony Stark! The Iron man! And Spider-man is right there."

"Maya stop right there," Tony called out, the Maya froze, fear oozed out of her, I could smell it, "is-is she...is she..."

"Tony...please," Maya looked afraid, "not now."

"Damn it Maya!" Tony cried out rushing at them, "is she my daughter?!"

"Say what?!" Riri's mouth dropped, "Iron man's my dad?!"

"Is this why you agreed to work for Aldrich?" I asked taking a shot in the dark.

Maya looked at me and sighed, "yes...when Riri was born," she looked to Riri, "they said she wouldn't make it past the week."

"You used Extremis on her didn't you?" I asked, everything clicking into place. In the original timeline Maya Hansen worked for AIM because Tony broke her heart and she needed to prove herself by perfecting Extremis.

But in this world, the preceness of Riri Williams threw that all into the gutter. Maya used Extremis on her own daughter...meaning Riri was on a clock.

"That's why you need me," Tony realised looking at the girl who shared his blood, "because...because she's dying."

"I'm sorry hold the phone," Riri pulled her hand out of her mother's grip, "what the hell is going on here?! Mom! I thought you said we were visiting an old friend?!"

"W-we are," Maya looked away, "and he's going to help you."

"Help me? Help me with...with my fever? Mom I told it, it's just a cold, it'll go away in a few days!" Riri cried out.

"I don't think it's a cold little dude," I walked up behind her and noted the sweat stains on her brow and neck, "I think it's a lot worse."

Riri blinked, "like what?"

"Like a virus your mother injected into your blood to save your life," Tony replied, "JARVIS, get the systems ready," he turned to Maya, "do you have her records?"

"It's all here in these files," she gave Tony a flash drive, "so you'll do it?"

"Yes," tony took the drive before pausing, "why didn't….why didn't you tell me?"

Maya looked at him straight in the eyes, "would you have cared even if I did?"

"Yes!" Tony snapped, "for God's sake! She's my kid!"

"No! You do not get to say that, not after you just left me all those years ago!" Maya snapped back.

"That was a one night stand and you knew that getting into it!" Tony replied, "don't try to pretend that's the same thing as not telling me I had a kid!"

I looked at Riri, the girl looked like she was getting increasingly more and more frightened by the second. I sighed, "enough!" I shouted making everyone flinch, "Tony, Maya, deal with your shit later," I patted Riri's shoulder, "for now, focus on saving your daughter's life. Is that understood?"

Tony looked at Riri, for the first time making eye contact with the girl who would be his child. He nodded, "right...yeah, sorry. Come on kid," he waved her over as he walked away to the stairs, all of us following him.

We entered the lab just as the last of Tony's many many suits exited the lab setting up a perimeter around his hour, both in air and on land. From the monitors I could see the Mandarin's men being pulled out of the ocean by the suit's and delivered to the SHIELD agents outside Tony's gates that had come for his 'protection'.

"JARVIS, scan and compile," Tony inserted the drive into her terminal.

" _At once sir,_ " JARVIS replied.

Tony sighed and looked over, silence falling over us. Pepper and I took a back seat, obviously feeling like intruders in this obviously private family esque moment. We waited, but for the longest moment no one said anything, each simply observing each other, Riri at her supposed father, Tony at his daughter and Maya at her child.

I cleared my throat, "so it seems awkward silence is a father-daughter thing huh?"

"You shut up," Tony pointed a finger at me.

"Mom...is he really my dad?" Riri asked her mother, finally breaking her silence.

Maya sighed, "yes Riri...he is."

"That….is so cool!" Riri cried out, "hey, did you really like remove your own heart and use that reactor thing instead? Hey, what do you think about wormholes? My mom don't think they're possible, but she's more of a biology pearson. Also, why does your home security suck so much? Also, do you think I can have my own suit?!"

Tony smiled, he looked at Maya, "you don't believe in wormholes?"

Maya sighed, rolling her eyes, "here we go."

Pepper smiled, though slowly it became worried. I could feel her sadness, she was worried she was being replaced….I knew how that felt. I reached out and held her hand, surprising her, "he still loves you Ms. Potts, don't forget that."

She looked back at Tony and Riri, father and daughter, both currently accusing Maya of being short sighted and stupid. Pepper sighed, "maybe...but….I don't know," she removed her hand from my grapes, "thanks..."

I sighed, "he still loves you, never forget that."

" _Sir,_ " JARVIS called out, " _there seems to be something happening outside._ "

We all turned to see the monitor show the SHIELD container parked outside where all the terrorists were being processed. Only to have one of them throw off all his capturs before breathing out fire from his mouth, burning people before him.

"Woah!" Riri gasped before turning to her mother, "can I do that?"

"No...not yet," Maya replied. The man turned his attention towards the house, lapping over the gate before rushing towards the front door.

"I'll handle it," I replied as I rushed out the lab, "JARVIS, bring me some back up will you?"

" _At once sir,_ " the AI replied.

I rushed up and out the main door just as the Extremis infected soldier came to the glass door. I threw out both my hands and charge the repulsor in the palm of my hands.

CRASH!

He charged in thru the glass door shattering it.

PEW!

I fired out twin repulsor blast, blasting him out into the lawn. I jumped out, following behind him just as a few of Tony's suits came flying down to help.

"Fire everything and keep him down!" I cried out launching a unibeam at the man, preventing him from getting up again.

" _At once sir,_ " JARVIS acknowledged as the suits fires their own repulsor and weaponry. One was even equipped with a machine gun that fired missiles. Needless to say Tony would need to redo his law.

BOOM!

There was a sudden explosion forming a decent sized crater where the man once stood. The smoke slowly rose up and in the crater were now nothing remained.

"Kind going on overkill there JARVIS," I said, blinking at the sight before me.

" _He was a walking bomb capable of blowing upto 3,000 degrees celsius_ , _I hardly think he fits the definition of overkill_."

"Okay, sassy AI," I snorted, walking back inside to the lab.

Riri was now on a table with wires and monitors attached to her person. Tony stood over her working on a few holographic readings while Maya was by her child's side, holding her hand so tight it looked like it hurt. And Pepper stood afar, still looking conflicted on even being here in the first place.

I looked down at Riri, "how you doing kid? Need a juice box?"

"Funny," Riri rolled her eyes, "what's next? Going to call me shorty and lecture me on the good old days?"

"Wasn't I like your idol or something?" I raised an eyebrow.

"Don't worry, you still are," Riri grinned.

"She's sassy," Maya chuckled, "she gets that from his side of the family," Maya motioned at Tony.

"Oh sure, blame everything on the dad, that's what I did anyway," Tony snorted as he moved to a machine near the edge of the lab to make something, Pepper approaching him and whispering something into his ear. Using my advanced hearing I was dropped.

"Are you okay?" Pepper asked.

"I should be asking you the same," Tony replied holding onto her hand.

Pepper snorted, "I've been your baby sitter long before your girlfriend. Happy and I actually had a bet going on whether or not you had a kid you didn't know about."

"Did you win?"

"Yes I did," Pepper's smile dropped almost immediately, "I...is she telling the truth? Is Riri really yours?"

Tony motioned to the holograms around him bringing up a DNA sequence, "I had JARVIS do a complete scan on her blood work, she's mine..."

"Tony, it's not your fault."

"How isn't it?" he snapped, "I had a kid, who I didn't know about and I just left her..."

"You didn't know."

"Well I should have."

I sighed and looked away, relaxing my senses, it was a private moment, it would be rude to interfere.

"You okay Spider?" Riri asked.

I smiled down at the kid, "you're the one who's a walking time bomb kid," Maya sent me a glare which I ignored.

Riri shrugged, "I'll be fine."

"How do you know that?" I asked.

Riri looked at Tony's back, "well...my mom's been with me everyday of my life, helping me and...well, now she has Iron man helping her. Why wouldn't I be fine?"

I chuckled, "keep that optimism Riri it's rare in this world….Maya, I think Tony could use some help with the DNA sequencer," I motioned to Stark as he kicked the machine over and over again, "you should probably help out."

"Right" Maya nodded before kissing her daughter on the cheek, "I'll be right back baby girl."

"I know mom, shesh. You really have to stop treating me as a kid, I'm going to be thirteen you know," Riri huffed.

"I know," she ruffled Riri's hair playfully before getting up and going to help Tony. It took them a few moment before finally getting down to work, Pepper doing what she could to help.

"So," I turned to Riri, "Tony Stark is your father huh?"

"Seems so," Riri replied giving a far off look, staring at Tony.

"How are you handling it?" I asked.

"Ah, decently, I think," she cleared her throat, "I'll be fine….you know, I always wondered who my dad was. My mom used to say he was a horrible man...I...don't know why she said that. I mean, he's Iron man! He's a freaking superhero!"

I chuckled, "that he is. But...he's also just a man," I sat down next to her. I could be helping out Tony and Maya, but Riri needed me a lot more than they did. She needed someone to talk to, I could smell the confusion roll off her body.

"What do you mean by that?"

"Well, before he became a hero, he was just Tony Stark. Genius, billionaire, playboy and philanthropist," I chuckled, "he was...flawed. And kind of a dick really, still is," Riri giggled at that, "but deep down he's a decent enough guy...most people are. But you see that's not how you judge a person. You judge them based on their actions, not who they are on the inside. And Tony has worked hard, ever since that day he was captured to redeem himself as Iron man, and now...I guess, he's going to try and be a dad too."

"Do you think he's a nice guy?" Riri asked.

"He saved my life," I told her, "he's the reason I'm still alive. Heck, he's the reason New York is still alive. I know...I know you probably don't like the fact that he wasn't there for you-"

"-I don't blame him for that," Riri shrugged, "he didn't even know I existed, how can I blame him for that?"

"Then who do you blame?" I asked her.

She was silent, she looked over at Maya and her supposed father argue about something on the screen, working together easily, like they had been doing that for all their lives. Riri sighed, "I...I don't know."

"Well...so tell me, did you seriously hack into JARVIS using a tablet?" I asked searching through her bag and pulling out a foot long tablet that definitely wasn't store bought, "did you jail break this thing?"

"Yeah," Riri gave off a proud smile, "I like to tinker with stuff a lot, my mom used to say I got it from my…from my dad," she blinked, "damn, I should have known."

I chuckled, "yeah well," I turned the tab on and saw it was running several programs in it, one actively trying to hack into my own suit's functions. "Really dude?" I asked pointing at the screen.

Riri giggled, "sorry, I have that thing set to automatically try and access every machine it comes to contact with."

"Well that doesn't make it less of a dick move," I snorted as I disabled her program, "also, don't tell Tony, he'll probably break down into manly tears or lecture you about ripping off his stuff."

"Did he give you one?" Riri asked looking at the arc reactor in my suit, "for stealing his design?"

"Well first off, I didn't steal it, I reinvented it," I told her, "It took me a few months, but I worked hard and managed to rebuild parts of his suit," I showed her the repulsors on the palm of my hands, "I worked hard and presto. Also I did kind of help him save the world from an alien army, so he let me off with a warning."

"Cool!" Riri grinned, "hey, do you think I can build my own suit?"

I groaned, "hm, probably, I mean, you are his kid, it's kind of your birthright. But," I held her finger, pushing away her excitement, "you have to understand one thing. The title of Iron man was earned, not given. Meaning, even if you build a suit, you have to earn the right to use it. Do you understand?"

Riri nodded, "totally….do you think you could help me?"

"No way Riri," I smirked at her disappointment, "like I said. You have to earn you suit. If you can prove that you are smart enough to build it on your own, only then will people not question your skills. Got that?"

Riri nodded, "right! Got it!"

"Good," I gave her thumbs up and just then Tony and her mother walked over to us with a vial of yellow liquid in hand. I walked over to them, "is that it?"

Tony nodded, "it'll stabilize the Extremis virus in her blood and make it more compact. She'll have above normal regenerative abilities, but she won't explode or anything."

"How long will this take?" Pepper asked.

"A few hours at most to stabilize," Maya replied before going to her daughter's side, "hey baby, we did it. We found a cure."

"Are you going to put me to sleep?" Riri asked.

Maya nodded, "yeah, and when you wake up this nightmare will finally be over, I promise." Riri smiled and nodded, hugging her mother's midriff tightly, the woman kissing her head as she did.

"Alright kid, lay down," Tony walked up, putting the vial into a machine that had a tube flowing into Riri's arm, "don't worry, it'll be over in a sec. JARVIS, put her under and then feed her the EXT cure will you?"

" _Yes sir,_ " the AI replied as he did just that.

Immediately Riri began to look sleep, I noticed clear liquid being pumped into her arm from one of the tubes attached to her.

"H-hey Tony," Riri called out.

"Yeah kid?" Tony asked, hesistateing as he still didn't know what to properly call his would be daughter.

"I don't want to call you dad," Riri replied closing her eyes, "it's kind of lame. Can I just call you Tony?"

Tony chuckled, "you can call me whatever you want kid."

"Cool" Riri smiled as she fell asleep, the EXT cure entering her bloodstream. We turned to see her vitals displayed via hologram, they were stable and slowly her core temperature was coming down.

"Now then, what about AIM?" I asked.

"Where are they operating out of?" Tony asked Maya.

"Malibu California," Maya replied, "I'll text you the details."

"Right then," Tony snapped his fingers, the Mark 42 armour separated before flying to Tony and suiting him up.

"Why are you suiting up?" Pepper asked.

"These people tried to kill us, and blew up Happy. Why do you think?" Tony asked as he walked to the exit.

"What about Riri?" Pepper asked.

"The procedure will take care of itself," Maya spoke up, "all we have to do is wait."

"And I don't like to wait," Tony replied, "so I'm going after Aldrich and the Mandarin."

"You mean we are going after the Mandarin and Aldrich," I replied walking behind him.

"Think you can keep up?" Tony asked.

"I have a ride," I said as just then my car came flying through the underground garage way Tony had used for his car.

"A flying time machine, nice," Tony nodded.

"Are we taking the suits?" I asked getting into my car as Tony took off, flying out and into the open air, my car right behind him.

"Should we?" he asked, "if AIM or the Mandarin attacks again they will be needed."

"Can we at least take twenty of them?" I asked, "I mean, you did build like 40 suits right?"

"Alright, JARVIS, have marks 20 to 35 follow behind us and have the rest here," Tony instructured.

" _At once sir,_ " JARVIS replied as soon we gained an entourage of fifteen flying suits.

I whistled, "this is so freaking badass."

* * *

 **What? What is this? Another chapter? No...I wouldn't possibly doing a three day special due to the release of the Infinty War? No...maybe?**

 **Anyway, time will only tell.**

 **About Riri: Look you guys, I love Tony, I do but in the comics the refus to let the guy evolve being past a dickish rouge with a heart of gold. He needs to learn and to become more, and having someone be his ward, since my SI Spider is far to independent for that role in this story, makes him seem like a better man and hero.**

 **I don't like Riri Williams in the comics, no offfence to her skin color or gender, it's just this girl seemed to come out of knowhere. Now if she was Tony's daughter...well, that would explain why she has a right to his legacy and no one, no one would question her heroics. Just a thought, personal opnion.**

 **Anyway yes, this is where I'm going with Iron Man 3. Tony gets a kid.**


	42. Fire Extinguishers

**Miami, Florida:**

I looked down at the upcoming mansion right below us. Tony and his suits were floating right behind me, it was the middle of the night, though the lights of his and his suits boosters made us clearly visible.

Meaning, every single soldier inside the mansion came running out with guns pointed right at us.

"So...maybe we shouldn't have arrived in a flying car with sixteen flying suits behind us," I said as I stood up on the roof of my car, cracking my knuckles.

"Maybe, but subtly is more of Natasha's thing anyway," Tony replied, "now, we have 30 hostiles with semi automatics. How do you want to do this?"

"With maximum effort," I replied before leaping forward and activating my repulsors, blasting into the main court yard where the men were all gathering.

"Here's web in your eye!" I took out several web grenades and throw it at the gathering men. The cartridge exploded, fixing them all together in one great lump. My spider sense kicks in, immediately I jumped, just in time to avoid a hail of bullets.

I landed behind the gunners and kicked their legs out before punching their light's out. Tony then swooped down and began destroying people left and right, blowing people away in moments. We were almost done with the court yard when I was hit with a huge wave of danger coming from my spider sense.

"TONY!" I cried out, running to him, "we need to go!"

"What? Why?" Tony asked as I jumped into his arm, the man catching me automatically.

"Just fly up as fast as you can!" I cried out and in a moment he complied, shooting into the air. And as we reached a height of fifty feet, the ground below us rumbled loudly.

BOOM!

Tony and I was blasted upwards from the force of explosion, the heat burning my feet and a portion of my lower back. I went flying through the air along with Tony. One of his armour came in and caught us both, floating far away from the mansion.

I shock my head slowly and looked down, the entire Miami mansion had been totaled, the men there...they were all gone. I looked down, my shin and lower back armour had been burnt off. A layer of my skin had all gotten burnt, but my healing factor was already healing it.

I turned to Tony, who slowly managed to fly by himself, shaking his head, "are you okay Spider?"

"I'm fine," my ear started to ache, I think they got damaged from the explosion.

"How did you know?" Tony asked.

"I have a sixth sense that informs me of danger before it happens," I groaned, "and right then it gave me a big ass warning." I reached around and fired my webbing at my exposed back, covering it from the exposed air. It wasn't a proper fix, but it would do for now.

"I see," Tony looked at the fire, "why did they burn it all?"

"Maybe because they didn't need it anymore?" I suggested.

"They would kill their own men?" Tony growled, "monsters."

"We need to find where they are," I told him, "no way they killed everyone. The Mandarin is still alive and so is Aldrich. Sexy, JARVIS, does the net say anything about their whereabouts?"

" _Sorry Spider, I got nothing,_ " Sexy replied.

" _Same sir, but there is new information about the Mandarin,_ " JARVIS replied.

"Summarize for me JARVIS" Tony ordered.

" _A new video he broadcasted, where he killed an American citizen on live TV. He had the president call him to beg for his life, but ended up killing the man either way._ "

"Damn it," I hissed, "did he say what he was going to do next?"

" _I'm sorry sir, but no,_ " JARVIS replied.

"So we have no idea what the Mandarin or Aldrich is going to do next," Tony hissed.

I blinked, now was my chance, let's see if I can explain their freely or my condition limits the information I'm allowed to give out.

"Actually, I think we do," I told Tony, "the Mandarin has been building up to something, right? A master plan? A great end goal?"

"Yeah, and?" Tony replied, "we don't know what that is."

"Well, if he is as obsessed with the downfall of Western civilization as he claims he is, then we know who he's gunning for don't we? The man who he just know called, who is probably panicking right now as a target. Who, if they follow protocol, will move in a predictable manner of boarding Air Force One."

"Aldrich is targeting the president," Tony stated, "JARVIS, hack into Homeland and find out Air Force One's present location, now!"

" _At once sending, sending to the Spider's and your HUD._ "

I leaped out of the suit holding onto me and landed on the roof of my car, jumping into the driver's seat just as Air JARVIS sent a location to our screens. They were flying over Washington DC, over three hours away.

"Let's go," I took off, Tony flying right besides me.

"JARVIS call Rhodey," Tony relied. The AI did its thing and Tony turned to me, "you know Peter, you really are a pretty good detective."

"I do my best," I shrugged.

" _Apologize sir,_ " JARVIS spoke, " _I can't seem to get an answer from the conel._ "

"AIM must have gone after him," I shot forward, "JARVIS, can you track his armour?"

" _I'm sorry sir, but no. Whoever redesigned the War Machine armour into the Iron Patriot armour removed all my influence over it. I can't locate the suit in any form._ "

"Iron Patriot, such a stupid name," I growled remembering that it was actually the suit Norman Osborn wore during his time as 'the good guy'.

"Damn it," Tony hissed, "fine, we'll just have to hope Rhodey can take care of himself."

"Do you have the president's number?" I asked Tony, "we can warn him about the threat to his life."

"Good thinking Peter," Tony replied, "do it JARVIS."

" _Yes sir._ "

The caller rang, Tony used my car's audio system and put his call on loudspeaker.

"Hello?" an older man's voice called out, one I recognized as the president's.

"Hey Ellis it's me Tony!"

"Tony? Oh, why are you calling me?" he asked.

"Well, you see, I've been dealing with the Mandarin and he's kind of coming after you."

"Yes, I know, he threatened me on national TV not ten minutes ago."

"Yeah, well I'm betting that he's coming after you in your damn plane! He's planning all of this Ellis! You need to get out of there!"

"It's alright Tony, I calculated for this threat," he sounded smug, "that's why I invited the Iron Patriot to be my bodyguard. In fact, he's arriving right now."

"What?!" Tony cried out, "no! No! That isn't Rodney! Someone stole his armour! It's not-"

"-ARGH!" we heard the president cry out, cutting the call short.

"Shit!" Tony cried out, "they got him!"

" _Sir!_ "

"What now JARVIS?!" Tony cried out.

" _The house in Malibu has just been attacked. Ms. Potts and Ms. Williams have been kidnapped. They destroyed the suits and the house sir...I'm sorry, but madam Maya Hasen did not make it._ "

Tony and I were stunned, the only reason we kept flying was because everything was on autopilot.

"S-show me."

Tony was silent for the longest time, he was seething in rage, I could feel it roll off him. I didn't know what he was seeing inside his armour, but the video feed made him more and more angry by the moment.

"Where are they?!" Tony roared, "where is Pepper and my daughter?!"

" _Ms. Potts has activated her tracking beacon, it seems being taken somewhere up North along the Western coast._ "

"Where is the president being taken?" I asked.

" _I'm tracking his phone currently sir, it seems he's being taken somewhere North East._ "

"Their on opposite sides of the country," Tony hissed.

"Tony," I shot him a look, "I'll save the president, you go save Pepper and your daughter."

"You sure?" Tony asked, but I could see his mind was already made up to leave this to me.

"I'm sure. Go, save your daughter," I nodded.

Tony nodded back, "thanks kid, JARVIS, stay with Peter and help him out with the remaining suits we have on hand."

" _Understood sir,_ " JARVIS's voice came from my dashboard, damn, he uploaded himself in seconds, now that was impressive.

Tony then broke off from our route and charged into his fastest speed as he bolted towards Pepper's location.

"Hey Tony," I called into his coms, "do me a favour will you?"

"What's that?"

"Put a damn ring on that woman's finger already," I smirked as I cut off the comns. I leaned back and sighed as Doc took over piloting.

I began to think. I was going to face an army of fire breathing monsters with super strength and heat powers. Oh, and let's not forget the guns. On my side I have around fifteen armour suits, myself and a flying car with no weapons...yeah, I really need to upgrade this thing.

Time to call for backup.

"Sexy, call Fury," I spoke.

The call went out, the phone rang twice before fury picked up. "What!?" Fury asked.

"The president is kidnapped," I statd.

"I know! And I'm working on it! So if you have something to say, say it quickly because I'm busy dealing with this damn mess!"

"I have his location on hand," I told him, "they're still transporting him. How soon can you assemble the Avengers?"

"Are you serious?" Fury asked.

"Deadly," I replied, "Tony and I were on the Mandarin's trail when he pulled this stunt. What did he do anyway?"

"Well for some reason the Iron Patriot armor just went crazy and kidnapped the president right out of the Air Force one runway! There wasn't a damn thing they could do!"

"AIM must have done something to the suit," I replied, "anyway, that doesn't matter. Avengers Fury, where are they?"

"Thor is off world and I'm guessing you don't want the Hulk in this mission right?"

"Oh hell no," I shot back.

"Well then I have bad news for you. Cap, Hawkeye and Widow were called out Afghanistan following a lead on the Mandarin."

"What?! But the Mandarin's base of operations is right in Miami!"

"Did you blow up that villa in Miami?" Fury asked.

"No, we didn't. But the place was set to blow up the moment we arrived. I'm guessing it was a trap. Who issued this order? Who pushed Cap, Hawkeye and Widow halfway around the world?"

"...The Vice-President of the United States."

"Fury, something's going wrong," I hissed, "the Vice President is in on all of this. Look, ready as many agents as you can," I looked on the screen, the dot was still moving, "I don't think they're going to stop any time soon. The moment they do, I'll send you the location, be ready to move at a moments notice, got that?"

"Right, stay in touch," Fury replied before slowly replying, "also kid...it's good to have you back."

I grinned, "don't say that just yet Fury, this time I'm not retiring until I make every single hair on your body turn white from stress."

"Heh, you can damn well try," Fury snorted as he cut the call.

I sighed, 'okay, no Avengers...what about the Fantastic?' "Sexy, call Sue."

"Hello?" Sue picked up sounding sleepy, "Peter? Is that you? What are you doing calling up so late? It's Three in the morning."

"The President of the United states has been kidnapped," I told her, "are you Four in or out?"

"The President?"

"Yes. He's been kidnapped by an army of genetically engineered super mutants with my healing abilities and Johnny's flame powers. They're basically walking nuclear bombs."

"...Give us an hour."

"Don't worry, I'm still following them, I won't have a proper location for you until some time."

"I see...ah, just one thing. We don't have a ride."

"Don't worry, I'll have SHIELD send you one," I took out my SA and typed out a text to Fury telling him to send someone to pick up the FF, "also Sue, remind me to build you guys a flying car, it really saves up on time."

"Yawn, whatever," she replied, hanging up the call. God I hope she doesn't go back to sleep.

Okay, so far I have four people on my side, but that won't be enough. In the movie Tony had nearly 40 suits of armour on his side and he still almost lost. I need more support, meaning...damn, I really hope Jean and the Professor won't get angry at me.

"Call Professor X," I spoke.

The phone rang only once before he picked up, "Peter? What is it? Did something happen?"

"The president of the United States has been kidnapped by man made mutants with healing abilities equal to Logan's, military training and the ability to breath and control fire. The Avengers are halfway around the world so I have to face these guys alone, with some help from SHIELD and the Fantastic Four. Think you guys can lend a hand? It would be a great way to show mutant support."

"Give us a location, we'll be there as soon as we can."

"Be ready, I'll send it to you in one hours time. Spider out."

 **Two hours later:**

President Ellis was tied up in the middle of an abandoned Roxxon oil rig, hanging from the metal cranes by chains while a metallic christmas tree glowed below him. He struggled, but he could barely move, he was after all locked inside a disabled Iron Patriot suit.

I stood once again on my car's roof as I floated a good hundred feet away from the rig, watching the president with my helmet' telescopic vision.

"Are you all ready?" I spoke into my comns.

"Alpha team standing by," the leader of the hundred SHIELD agents Fury sent for this mission replied.

"Fantastic team standing by," Reed replied.

"Such a stupid name," Johnny snorted.

"Shush Johnny!" Sue hissed.

"X team incoming and ready for action," Logan's gruff voice from the radio replied.

"Alright, you all know the objectives. Sound them off," I called out.

"Alpha team will be on the ground taking care of all Extremis targets," the SHIELD agent replied without hesitation.

"Fantastic team will assist and take down any surprises," Reed replied robotically.

"X team will assist with extracting Aldrich and the Mandarin," Logan grunted.

"And the suits and I will take care of the president," I sighed, just then I saw the Mandarin, or Trevor, walk onto a platform with the President behind him and a camera crew before him, "alright they're going to make their move. Get ready to move the moment they begin."

They didn't answer, they knew what to do. "Sexy, show me what they're saying," I replied as a TV moniter was displayed on my HUD.

"My children, it's time for another lesson," the Mandarin began to speaking, going into the history of the oil rig, but I didn't care, it was time to move.

"Let's go Jarvis!" I leaped off my car's hood.

" _Yes sir,_ " JARVIS brought a suit right under me as I landed on its back and rode it like a surfboard into the oil rig.

"Alpha team, Fantastic team, make some noise people!" I cried out.

"Right!" Johnny cried out. I looked up and sure enough I saw Johnny leap out of the invisible SHIELD chopper flying directly over the oil rig. The Human Torch exploded into flames as he came flying down, throwing fire balls at the Mandarin's camera crew.

"Sorry folks! This news program is canceled!"

"Move move move!" the Alpha team leader called out as he and his team of agents jumped out of the helicopter with jetpacks and guns, gliding down to fire on the the AIM goons on the dock.

"It's Clobberin time!" the Thing replied as he came crashing into the rig from a great height shattering the ground before charging into a pile of Extremis soldier, plowing them down like a bowling ball with pins.

Soon the ground was chaos as the people began to fight, Reed rounding people up, Sue blasting them away with invisible shields. I flew past all of them on the suit I rode, reaching the president in seconds.

"Don't worry, I got it," I replied as I released my stingers and cut into the chains holding him up.

"Spider-man?" the president asked in disbelief, "aren't you local to New York?"

I snorted, "what can I say? I make an exception when it's the president of the United States," I cut the other chain an immediately grabbed him before he could fall down. I then drew a cable from my helmet to his suit and plugged it into a port, "Sexy, hack into his suit and give the controls back to JARVIS."

" _On it boss_ ," Sexy replied.

"There!" I looked over and saw several Extremis soldiers jumping from crane to crane like a child on monkey bars. They were coming straight for us.

"Look out!" the president cried out.

I was about to attack when I felt a strong breeze came across my face.

Kakoom!

Thunder came and then lightning. I looked up and saw it began to rain. I smirked, "don't worry, they got this."

"Who?"

"X-men! Go!" I heard Scott cry out as the Black Bird appeared overhead, it's loading bay doors open as the X-men leaped out ready to fight.

I saw Jean fly down with Rouge in toe. Kathy leaped down, phasing through any objects that would hurt her, slowly herself down on decent. Kurt and Evans teleported while Storm, Logan and Scott came down on one of Storm's stronger wind currents.

"Take them out team!" Scott yelled as they did just that, surrounding the president and I, creating a perimeter around us and the Extremis soldiers.

Scott released his optical beams, firing at several Extremis soldiers, sending them flying back. Logan got close and personal while Kathy phased threw objects, brining the fiery soldiers with her, forcing them stuck halfway between objects. Evans sent out his bone spikes, impaling people from afar and any that got too close got slashed across the face, hard.

Jean caught one with her mind before she brought the soldier to Rouge who touched him with her bare skin. The girl roared in pain before controlling the powers she gained, proving the transfer a success as she breathed a sea of fire on a metal wire, causing the crate it was holding to come crashing down, crushing a couple of Extremis soldiers fighting the SHIELD agents down below.

Kurt immeditaly bamfed next to me, smiling, "hello sir, can I help you?" The kid wore a face mask covering the bottom half of his face, in fact they all did, hiding their identity, guess they don't want the president of all people to know what they looked like.

"W-what are you people?" the man asked.

"They're mutants sir," I replied, "and they are here to help, do you understand?" I stressed the last part a little too hard.

" _Sir,_ " JARVIS called out, " _I have regained access to the suit._ "

"Good, pop him out," I replied, immediately the president was shot out, I grabbed him and helped him back him before turning him to Kurt, "can you teleport him back to the mansion?"

"No, that's too far," Kur shock his head.

"What about that?" I pointed to the SHIELD helicopter.

Kurt nodded, "no problem!" he offered the president his hand, the man looked weary before nodding and accepting Kurt's help, they vanished in a bamph.

I hit my compns, "the president is secured aboard the SHIELD helicopter. You guys can trash the place, go nuts."

And they did. They moment I gave them the green light, they let loose. Ben began throwing crate full of oil around and Johnny light it up, setting Extremis soldiers on fire. And while the damage wasn't permanent, it did give Sue the chance to blast them all into the surrounding waters, cooling them off.

Reed and Logan made a surprising team as Reed would launch people through the air and Logan would slice them up quickly.

Storm kept the rain coming, dousing the flames of the Extremis fighters while Jean and Rouge did their best to beat the shit out of the rest of them, with Scott, Kathy and I providing back up.

As I took down my seventh Extremis soldier I looked over and noticed the Mandarin and another man, blonde in a white suit, I'm assuming Aldrich, run away. They were getting into a chopper, ready to fly away, or so I thought.

Aldrich it seemed was adamant to kill the president and was flying his chopper directly into the path of the SHIELD chopper.

I need to do something, quick. I turned to Jean, "Birdie!" I cried gaining her attention. I pointed at the choppers about to crash, "can you stop them?!"

"I'll try!" Jean replied as she stepped forward, focusing all her attention on the two choppers. An Extremis soldier tried to use her distraction to kill her, but I shot a web blast at his face blinding him before I leaped over and kicked his face, sending him flying off and down two hundred feet.

But as he flew down I don't have the heart to kill him. So I shot a web line and caught him by the leg, I'm not a killer, not a needless one.

I turned to Jean and to my unsurprised self, she did it. She was sweating and her face was bright red from concentration, but she did it. Aldrich's helicopter was frozen in mid air, a good twenty feet away from the SHIELD one.

"Cyclops!" I called out gaining Scott's attention. I pointed at Aldrich's helicopter, "blow him out of the sky!"

"Right," Scott fired off a laser beam, but it was off center, hitting the chopper blades instead.

"I can't hold it!" Jean cried out as it began falling out of the sky and down towards the oil rig, where several SHIELD agents were, along with the FF.

"I got this!" I yelled as I jumped into the path of the chopper.

SKIT!

The four mechanical arms in my backpack popped out. I haven't used these in a long time, let's hope I wasn't rusty. I began to shoot out webs, six at a time, four from my back and two from my shooters. I formed a weak structure just in time for the helicopter to come crashing into it.

The webbing strained for a moment before it held. I continually created more and more lines, connecting to form a stable giat web strong enough to hold the entire chopper. I sighed in relief and jumped inside, looking for Aldrich and the Mandarin.

The Mandarin was in the front seat, and he groaned in pain, "I'm never drinking again." I groaned, where was Aldrich? Where was-Spider senses, I ducked and leaped out of the helicopter just as a flaming fist tore through chopper's outer casing.

I landed on my web and watched as Killigan stepped out, his suit slowly burning off as his body radiated heat and magma, he gave a cruel smile, "I'm going to enjoy killing you."

"No you're not," I shot off webs at him, trying to contain him, but he burnt them off.

"Weak," he leaped off the chopper and stepped onto the web, slowly burning them off with each carefully placed step.

"No!" I spun my hands clockwise, forming a glowing red and gold circle before shooting out a whip of energy, wrapping around Killian tightly.

"I told you, these don't work on me!" he cried out, turning up the heat. But no matter what he did, the whips of Vastha didn't burn. He looked surprised, "what are these?"

I grinned, "magic," I flicked my wrist and threw him into the air. He flew straight over before landing into the ocean where a few more of his Extremis soldiers joined him curse of the Fantastic Four.

And the moment Aldrich was defeated, the rest fell like dominos as well. SHIELD got gene suppressive cuffs on hand, courtesy of Reed Richards himself. We brought the president down from the SHIELD chopper and began loading it with criminals, among which Killian and the 'Mandarin' were the first to go.

"Well, this was fun," Sue chuckled as we all gathered around the heart of the oil rig a the agents did their job.

"Hey there Red, nice to see you again," Johnny winked grinning at Jean.

Jean raised an eyebrow, "should you really be sending googly eyes at me Johnny? Don't you have a girlfriend?"

"Well, yes, I do. But I'm sure she'll understand," Johnny gave off a nervous chuckle.

"Johnny, here's a little bit of info," I patted his shoulder, "Red over and there and Liz are best friends."

"He's dating Liz?!" Jean shrieked, "what?! And she didn't tell me?!"

I blinked, "you didn't know?"

"No! Gr, that girl!" Jean growled before turning to Johnny cna glaring, "you break her heart, I break you."

Johnny gulped, "yes ma'am."

Bamph!

Kurt suddenly appeared next to us with the president in toe, "ta-da!"

"Amazing, can you teleport anywhere?" the president asked, a greedy gleam in his eyes.

"Yes! All I have to do is know where I have to go!" Kurt supplied happly, not realising the implications of his powers.

"Mr. President," I called out gaining his attention, "surely you aren't thinking of performing uncalled for experiments on an American citizen are you?"

"W-what, no of course not!" the man scoffed.

"Glad to hear it," I nodded, "sir, these are the X-men," I motioned over to the mutants who gathered together, most looking shy at the president's gaze, "their mutants who are being trained to control their abilities so that one day they can work with humanity into a new age."

"I-I see," the man nodded, "thank you, you did a fine job rescuing me today...perhaps one day you could serve your country in other ways."

"We'll think about it sir," Scott replied.

"I don't know about you, but I fell like this calls for a celebration!" Evans cried out, "we should totally take a picture!"

"Here, let me," I took out my phone as we all gathered around with the president in the enter smiling good naturedly. Ever the politician, he knew when to smile, especially if there was a camera around.

The FF stood on the president's left while the X-men stood on his right with me standing at the edge, holding out the camera in a tapering angle, somehow getting everyone into the frame.

Jean was by my side, she smiled as she planted a kiss on my helmet "Say Extremis sucks!" I cheered.

"Extremis sucks!" they all cried out.

I quickly posted the pic on all my social media accounts with the caption: **Spidey back at again with the newest super team! #X-men #FF! USA!**

And Twitter blew up.

 _Oh my god he really is back!_

 _Shit! Why is it that every super heroine is fucking hot?!_

 _Who are these X-men? Why are they hiding their faces?_

It took a while, but after the picture everyone went their own way. The FF took a ride with SHIELD back home, the president going with hem. The X-men had their jet, though Jean promised to call again to talk about me returning to my role as a hero.

I then took inventory, out of the fifteen suits I brought with me only six survived. I was lucky to have at least these on hand. I got into my car and took off, leaving SHIELD to clean the rest of this mess up.

As I flew over the country again, heading towards Tony's location, I noticed it was currently in Seattle. I immediately called him up, he picked up quickly.

"Did you get him?" Tony asked.

"Aldrich and the Mandarin are in custody along with his men. The president is safe...it's over Tony. Did you find Pepper and Riri? What happened to them."

"It was like you said, divide and conquer. They just wanted my attention away from the Mandarin, I don't think they figured you into their plans because until a few days ago you were still thought to be dead."

"Thank God for small miracles," I snorted, "how are they?"

"Pepper is fine...she's a little shaken up but...she's fine."

"And Riri?" I asked.

"Her mother just died...she's not handling it well," Tony sighed.

I sighed back, "when...when's the funeral?"

"In a few days...will you come?"

"Of course," I replied, "I'll send the remaining suits to your home. And if you don't mind, I'm exhausted Tony, I need sleep."

"Right, yeah, of course. Go ahead kid, you earned it."

"Right...and Tony...I'm sorry."

 **Three days later:**

Maya was buried in a grave outside of Chicago, where she was born. The funeral was a small one, around twenty people showed up, she didn't have many friends.

Tony had arranged the whole thing, with Pepper's help of course. I stood off n the back, dressed in a dark suit, the few I had on hand. It was a bright and sunny day, odd day for a funeral. And standing before Maya's grave, was her daughter, Riri.

The girl carried in her hand a single white flower. I couldn't tell the species, I never good with things like that. She placed it on her mother's coffin and walked back, steeping next to Tony and placed a gentle arm on her shoulder, though she didn't even react.

She watched the coffin lowered into the ground without a word. She stayed while everyone else left. She stood there while they buried her mother, Tony and Pepper now sitting on a bench far away, letting the girl have as much time as she wanted.

I saw the look on her face, they pain, the suffering and I knew then no twelve year old should ever have that look on her face.

I walked up behind her, she didn't even react as I stood right next to her, looking at her mother's tombstone. It read, 'Mother, Scientist and Beloved'.

I took a deep breath and sighed, "you and I aren't that different Riri."

She moved, looking at me finally, "who are you?"

I smiled, a grim one, "can't you tell by the voice?"

She looked at me, it took her a second before her eyes visibly widened in shock before blinking, "you're way younger than I thought you would be."

I shrugged, "most think so," we turned to her mother's grave once more.

We were silent, I was waiting for her to begin her questions, only then would she listen to what I had to say. She sighed, "how are we similar?"

"When I was four years old, my mother died," I replied.

"That's not the same," she shot back.

"I know," I nodded, "but...she died because she knew something. A secret formula..you know how Captain America got his powers right?"

"Some kind of drug?" she guessed.

I nodded, "yeah. And my parents were tyrin to recreate it. And they did, in a way. There were people after them, both of them, though they only took my father. They didn't think my mother was worth anything...little did they know she was the one who actually cracked the formula, not my dad.

"She died then, but my dad lived. For fifteen years he worked as their slave before escaping and now...now I have a dad and I don't know how I should act with him."

I turned to Riri, she was interested, "your mother...she gave her life for you. And yes, that's a tragedy, but she did it out of love for you. I'm not a parent, but there are people in this world I will die for, gladly die for, and I can bet your mother felt more strongly about you than I ever can about someone else…

"Greave Riri, compile the pain and use it. But don't let it take it over you, don't let it define you. If you become someone held down by your pain, it can turn good people cruel, vile. I've seen it happen before. Live a happy life, a full life, one that your mother would be proud of...and...well, maybe give this useless dad of yours a chance," I grinned, "he might just surprise you."

Riri listened, but her face didn't change. She looked at her mother's grave, "I can't just leave her. I can't just forget her."

"She'll always be here Riri," I tapped her chest, "in your heart. Always," I chuckled, "maybe that should be your superhero code name huh? Ironheart...what do you think?"

A smile cracked onto Riri's face, "sounds dope...thanks Spidey."

"The name's Peter Parker," I ruffled her hair playfully, "if you ever need someone to talk to, call," I walked away, letting her say her final goodbyes. I nodded at Pepper and Tony, I noticed a diamond ring on the former's finger, guess Tony did keep his promises after all.

I walked up to them, "Tony, I need a favour."

"What?" he asked.

"I'm working on a new suit design," I told him, "one that should put an end to my need for upgrades for a long time. But I need a few things."

"What do you need?"

"A weapons dealer by the name of Ulysses Klaue," I recalled the name from Age of Ultron, "I understand you used to deal with him?"

"Klaue….you don't want to mix up with him Peter," Tony warned, "he's ruthless and cruel. He's a slaver, a monster and-"

"-And I'm going to rob him blind," I replied, "I just need a location, that's all. He should be somewhere in Africa."

"Well that narrows things down," Tony snorted, "fine, I'll get you anything JARVIS managed to dig up. But no promises, got that?"

I nodded, "right," I smiled at Pepper, "congratulations. He's a lucky man."

"And he knows it," Peper smiled, "you sure you don't want to stay for dinner?"

"No," I sighed looking at my watch, "it's late, I need to get home soon. Besides, it's Christmas Eve and I still haven't bought my presents yet."

"Well you better hurry then, chop chop," Tony waved me away, just as Riri finished mourning and slowly walked to Tony and Pepper.

"Right, see you later. Call if you ever threaten a terrorist or something," I snorted, walking out of the graveyard and into my car. I drove out before taking off into the air, blasting off towards New York.

 **A few hours later:**

I sighed as I put away the washed dishes from dinner, "alright, I'm going to bed you guys."

"What's wrong Pete? Getting old?" Richard asked with a chuckled from the couch next to the fireplace.

"No," I snorted, "I'm just exhausted. From the extra hours at the Baxter foundation and last minute gift shopping I'm spent. Also, I need to sleep, or else Santa might not come this year," I replied, winking at the man.

"Good night Peter!" May called out, "make sure you get enough rest dear!"

"Night aunt May, uncle Ben, dad!" I called out walking upstairs, yawning, it had been a long day. I spent most of it shopping, I had honestly forgot it was going to be Christmas, since I did spend three months in another world at another time.

I had gotten MJ and Liz a custom made smartwatch with a panic button directly linked to Sexy, in case they were in danger. And for MJ I also gave her 50 bucks, since she did win that bet we made.

For Johnny I got a year's supply of microwave popcorn, his favorite binge food. For Reed I got him a book on yoga and one on the Kamasutra. What? He's the most flexible guy in the world, it would be a crime if he didn't read those books!

For Ben I got a book on self acceptance, since it was something he really needed and for Sue...well, I got her a smutty romance novel about a love story between an hot older cougar and a young impressionable handsome man. And a signed copy of Stephen Hawkings book on Black Holes. The first one was more of a gag gift than anything.

I also got gifts for Jean and the X-men. For Rouge I got a pair of latex gloves and a whip, hehe. For Scott I got a pair of custom made sunglasses that would never fall off by accident, meaning no clumsy mistakes.

For Kurt I got him a Hellboy comic book and Kath got the Hollow Man. Evans got a new skateboard, Logan got a shaving kit, Ororo got a book on gardening, since I knew she liked that and or the professor I got a book on human ethics. And a afro wig….I was more serious on the second gift.

And for Jean...well, I got her two gifts. The first was a sexy set of red lingerie with my birthday attached to it. And the second was a magical item. A psychic totem which Strange gave me to focus my mental abilities. I told Jean how it worked, hopefully she would find it useful.

I also got a gift for Fury, a box of beard oil. Hehe, figured since he can only grow a beard he would want a big one.

I didn't really get anything for the Avengers, since I didn't know were most of them lived. I got Bruce a book on Krav Maga, my reasoning is if he can protect himself, he won't have to rely so much on the Hulk.

For Nat I got a set of silver bangles, nothing too complex, jewelry is usually the best way to go. For Steve I got him a pendrive filled with popular movies and for Tony I got him a book on parenting.

I also sent Clint a book on how stupid archery was, but I doubt he will actually like it. Hehe, whatever.

I got May a set of gold earrings, Ben, an expensive blazer and for Richard a nice watch. Which also served as a panic button just in case.

I yawned as I walked into my room and closed the door behind me. Now, I had just one last thing to deliver. My final gift to that special person.

I quickly changed into my costume and swung out of my home heading towards the bridge connecting Manhattan to Queens. I set my web shooters into the hardest setting and got to work.

 **The Next day:**

I yawned as I woke up on Christmas morning. I took out my phone and sure enough people had noticed the gift I had left last night and had taken pictures. It was currently the most trending picture on Twitter at the moment.

I smiled as I looked at the pic. It was taken during dawn, just as the sun came up, hitting the water below, casting shadows on the web words I had put up. There, strung across the bridge were the words, 'Merry X-mas Kitten. Love- S'.

I smiled, I really hope Felicia liked it. I put down the phone jumped out of bed, throwing my window open and sighing. It was a good day...a very good day. But….I had one last present to give.

I changed into my costume and went out swinging. I made my way into the city with a red present webbed to my backpack. It took me a while, but I managed to find the hospital in question and by having Sexy hack into its records I found his room easily enough too.

I opened the window and slipped inside. The steady sound of his heartbeat ringing loudly in the room. There were various tubes attached to his body, state of the art machines were used to monitor him and a clean set of bandages around his head.

"Hey Harry," I sighed as I sat down next to him, placing the gift I got by his bedside, it was a Blueray of the mask of Zorro, according to Peter's memories he and Harry used to watch that all the time.

I looked at his sunken face, he had been in a coma since the day he was injured. The doctors say he might not wake up anytime soon. I can only imagine what Norman must be feeling.

Usually I wouldn't even think of him but Harry….he was Peter' friend. I didn't want him dead. And I guess I felt a little guilty. I sighed as flicked a hair from his face, "Merry Christmas pal...get better soon, okay?"

And without expecting a response, I left the room the same way I came in. Immediately I heard the siren of police vehicles go off in the distance. I grumbled, even on Christmas crime refused to take a damn day off.

* * *

 **I redid the ending, honestly I figured if given the choice, Tony could have picked his daughter, if he knew he had someone to rely on. Anyway...yeah, that's it. Nothing more to say really. Ah...hope you enjoyed and see you all next time.**


	43. Light Found Underground

**January 2nd:**

I looked at the monitor and I began recreating the formula for unstable molecules I remembered Franklin Richards of Earth 982 showed me. It was difficult to do, sure, but it was exciting. And to be honest, the fact that I already knew what to strive for made it all the more exciting.

"Alright Sexy, run the simulations now," I ordered, stepping away from the council and looked at the terminal monitor.

" _Running,_ " Sexy replied, " _simulation complete. Unstable molecule fabric has been successfully formed. Testing….no breakdown of the fabric on an atomic level. Congratulations boss, you just made a new fabric._ "

"Thanks Sexy," I grinned, "now, get me a list of everything I'll need to weave the cloth with."

" _Here you go, quick note, you are not going to like it,_ " Sexy replied.

I raised an eyebrow but looked at the list. IT was all high tech material, state of the art. But then again it would have to be. And it all came up to…

"Two hundred million?!" I cried out at the numbers running before me, and it kept climbing! "What the hell?! Three hundred...five hundred million dollars?! What the living fuck?! FUCK!"

I knew immediately Sue and Reed wouldn't go for it. Not ever. Sure the inventions I gave them before was nice and all, but this...damn….it's too much. A half a billion dollars...but, I could make suits that would never tear or get old.

Maybe...maybe this wasn't a problem, but a solution.

"Sexy, pull up the research paper out of Kyoto about shape changing fabrics," I called out.

" _Yes Peter_ " Sexy replied as she displayed the papers I had purchased and read over in my spare time. It was a fascinating theory, a solution to all the waste we as a race produce in terms of clothing.

The article spoke about how in the future we could possibly have clothes that transformed into different structures, thereby solving our need for a unique change of pace. But, we would still retain the same pair of clothes we always wore.

I read this article the first time because it reminded me off how the symbiote worked. A everchanging suit that could take on different shapes on will? Yeah, it got my attention. But it was far too...extreme for my case. But now...maybe I could use this.

The technology was being promoted by one doctor Wheng Cha, chinese, but moved to japan to continue his research. Cha was a genius, but he hadn't been able to actually get his technology to work, he claimed he couldn't make a material versatile enough to do so. But...maybe I did.

I had an idea, an odd one, but an idea. A suit of unstable molecules for every living person on the planet. Pen that they would wear from the moment they were born, till the day thy day. Adapting to the latest trends in seconds.

The fashion industry would be destroyed, no more sweatshops, no more child labour forces. And...while many many people would lose their jobs, it would be a streamlined process. The possibility was there, simply can a picture of the clothes you want and your second skin will turn into it.

The idea was a little far off, but the unstable molecules I was developing could do it. A few more modifications, add in the ability to change upon will, maybe….200 million dollars to add in memory cloth features to change the shape of the cloth with electrical impulses...a port, a small motherboard, like a raspberry...yes, this could work!

But the money, that is still a problem. Plus now it would cost half a billion dollars! Damn it, if only I had some gold on hand then I….wait, I do...well, not me, but the Reed Richards on Earth 982 had access to the Negative Zone, which was so full of gold that...oh my God!

Yes, the chances of there being a Negative Zone with gold in it in my world is slim, but I'm willing to be that the Negative Zone is similar in most world's, a multiversal constant...maybe. Btu then there are several sub factors, like the fact that it was a world made out of anti-matter and without significant preparation I can't even enter it.

"Damn it," I grumbled, "if only I could go back to that world and get that gold," I sighed as I looked at my lab closet where I stored my robes and bag of infinite storage, if I was in the Negative Zone now I could just carry all that gold in my freaking bag! Grrr! Curse you circumstances!

I sighed heavily leaning back on my seat, the only way I can imagine making up all that money now would be if I make a crazy new invention and sell it for lots and lots of money. But I first need to think of something that cool, and it should be versatile.

" _Peter, I need to remind you, we need to test your blood toxicity levels,_ " Sexy's voice rang out.

I sighed, "yeah, sure," I got up and approached my genetic scanner, drawing a small sample of blood I inserted it into the machine and waited. There was a beep as the results were displayed on the screen above.

 **Blood Toxicity: 67%**

Those three months I spent in Earth 982 made things much easier for me. I'm sure maybe after a few months I would be back to normal.

After completing the test I decided to take a break walked out to the lounge where I found it surprisingly quiet, with only Ben there for company.

"Hey Ben, isn't it pretty late?" I asked him as I poured myself a cup of coffee.

" **Kid, it's seven in the morning,** " Ben grumbled as he changed channels to a new special, " **have you been up all night?** "

I sighd, "kind off. I'm been working on something new."

" **Huh? Make anything good?** "

"Yes, but only on paper. To actually make it a reality I need a lot of money."

" **How much?** "

"Half a billion dollars," I shrugged.

" **Woah,** " Ben blinked, " **that's a lot.** "

"Yeah, I know. Problem is I know exactly how to make that much money, but I can't do it right now," I grumbled.

" **Why is that kid?** " Ben asked.

"Well, you know about my adventure in another world right?"

Ben nodded, " **Johny told me about it, so what?** "

"Well, the Reed Richards of that world actually had an portal to a world where the ground was literally gold. An entire planet with the surface made of gold. So….yeah. Kind of a missed opportunity here."

" **Hm, why can't you just ask Reed to build this portal?** " Ben asked, " **I know you don't exactly trust him with this stuff, but shouldn't it be possible if the other Reed did it as well?** "

I blinked, "well….I guess….but there are a lot of risks, it would take a lot of work."

" **So? Do it. Isn't your project worth it?** " Ben asked.

I grinned, "hell yeah it is. Thanks Ben, you always know exactly what to say," I waved as I left the lounge, heading straight to Reed's lab. I threw opened the doors and walked in, finding Reed asleep on his desk.

"Wake up!" I cried out, making him shoot up in shock.

"Peter? What's wrong?"

I grinned, "you and I are going to build a portal to the dimension that gave you all super powers Reed. And this time, I'm making sure you don't blow us all to hell, got that?"

Reed blinked the sleepiness out of his eyes, "what?"

 **Two weeks later:**

"So I told her, that's totally not going to happen," MJ rolled her eyes as Mark and I sighed in despair. A month ago I was fighting six crimilas, three weeks ago I saved the president of the united states. And now...school. Fuck my life.

"Oh you better have, I can't believe she thought that was alright!" Liz cried out.

"I know right! Like, she wants my role, but she can't get it just because of that! I earned my spot!"

I turned to Mark, "so, how's the band?"

He nodded, "they're fine," he sipped his water, I noticed he had gotten a few more ear piercings, god, he looks like a porcupine! I know this guy had a statue to maintain, being a musician and all that, but god he looks like a tool.

"You guys playing any time soon?" I asked, curious to see if he was any good in the first place.

"Yeah, we actually have a gig tonight in the Abandoned Train station in the city," Mark grinned, "you probably don't know it, but we kind of use that place as a club of sorts. It's super popular and very exclusive. Hell, getting a gig there was hard as hell! But if we do good tonight, it's all straight uphill from here!"

I nodded, "cool man, maybe I'll swing by."

"Really?" Mark sounded surprised, "don't you have like, work with the FF or something?"

I shrugged, "no actually. I was working on a project, but I did my part," meaning Reed had to finish up on setting up a molecule quantum wave nullifier field. Without that we can't progress any further.

"That's fun, I guess," Mark shrugged, but inside i could tell he was excited. Why did he care so much if I came or not? Hm, curious.

"Wait, did I hear that right?! Parker is coming to the Catch?!" Flash suddenly appeared behind me, laughing his lungs out. I sighed, yeah, he's the one Felicia marries, over my dead body.

"What? Peter's coming tonight?" MJ and Liz stopped talking, all looking at me.

I sighed, "yes, is that so strange?"

"Well...yeah," Liz blinked, "you hardly ever come and hang out with us these days. Ever since you ah...well, you know."

She's right, ever since I came back home from Earth-982 I've been Spider-man 24/7 and working in the lab as well. I shrugged, "well even I need a break now and then. And besides, I've never heard Mark play before, it should be fun."

Mark grinned, "damn right it will! Alright, this is going to rock!"

"Ha, funny, I never expected you to be down to party Parker," Flash snorted, "you know, there are going to be drugs there, so don't go squamish on us Parker."

I snorted, "unlike you Flash I already live life to the fullest, I don't need drugs to help me escape, my life is already awesome."

Flash's eyes began to twitch, "what you say Parker?"

I narrowed my eyes, "you heard me."

"You want to take this outside boys?" Liz said sighing, "I really don't want my lunch spoilt with the sight of your both bickering like an old married couple."

Flash snorted, "fine, you know what, let's make a wager. Loser has to show up to school tomorrow dressed in all pink."

I raised an eyebrow, "interesting...and the challenge?"

"First person to pick up a chick at the Catch wins," Flash smiled evilly, "you in? Or are you still hung up on Hardy?"

I glared, "I'm in," I shook his hand, squeezing harder than usual, "I'm going to enjoy this." Liz and MJ looked confused, they probably expected me to still be hung up over Felicia. And while I was, I also knew it was way past time for me to move on.

"Hey, whatever," Flash took his hand away, shake it as a red handprint appeared, huh, guess I squeezed too hard.

Flash then walked back to his seat and I turned to my friends, "alright, we have a problem," I slammed my hands on the table, "MJ, Liz, make me sexy!"

"Now we're taking!" Liz cheered, "finally, something I'm good at!"

 **That night:**

"Put this on next!" Liz threw another shirt into my arms.

I sighed, "come on Liz, this is the third one!"

"Oh quit whining!" Liz hissed as she searched through the rest of my closet for other clothes to wear. "I got to say Peter you got some nice stuff in here. Heck, I didn't think a dork like you had style."

"Thanks Liz," I rolled my eyes as I stepped into my closet and changed, "actually I didn't really get those, Felicia did."

"Oh," Liz muttered slowly.

"You know Tiger, I'm proud of you," MJ said as she sat on my bed going through her phone, "you haven't done something like this in months."

"Months, try ever," Liz snorted, "Mr. Responsibility there doesn't do parties. But now that he's finally pulled himself out of that rut he got himself into I'm hoping we'll get a funner Peter Parker."

"Well I would hope so," I replied as I stepped out now dressed in black form fitting jeans with a bright purple shirt with the arms rolled up to my biceps and tucked into the pants. I had a coat vest over the shirt giving off the polished hipster look.

MJ looked over and whistled, "damn Peter, you look good."

"Not bad," Liz replied, "you know, you really should wear stuff like that more often. I mean, you have a ton of stuff like this in your closet yet you only wear this dumpy looking stuff."

"Well I'm not vain enough for that," I shrugged, "I usually just wear something nice to impress someone. And since you already know my other set of clothes is impressive enough as is it..."

"Well that's something," MJ shrugged, "hey, do you mind picking up Mark on the way over? He kind of doesn't have a ride."

"Sure, no problem, I mean, it's not like I can say no, Mark's the only normal male friend I have."

Liz blinked, "wait, seriously? You don't have any other guy friends?"

I shrugged, "well, yeah. I mean, I have plenty guy friends, but most of them are superheroes or adults. There's Johnny, Reid, Ben, Tony, Cap, David….and….ah….woah this is hard….woah, okay, I don't have many friends."

MJ chuckled, "some things never change."

We got ready soon, the girls already dressed for the evening when they came over. Liz wore a long red skirt and black top with a leather jacket over it while MJ wore a green pair of jeans, a bright yellow blouse and a long coat over her.

We walked downstairs just as Richard and Ben got in, they noticed us and blinked in surprise.

"Hey buddy," Ben said looking me up and down, "where are you all off it?"

MJ cleared her throat and began the immensely complicated lie she had prepared, "well you see Me. Parker Liz and I got invited to a friend's place-"

"-Party," I replied with a shrug, shocking MJ and Liz still, "we're going to a highschool party."

"I see...will there be drugs?"

I shrugged, "probably, but I won't need them."

"And loud music?"

"I hope."

"Will you drink?" Richard asked looking curious.

"I'm most certainly going to try," I nodded.

"I see...have fun," Richard smiled much to the girl's utter disbelief.

"Wait...seriously?!" Liz cried out.

Ben chuckled, "Liz dear, do you know how long we have been trying to get Peter to go out and have some fun for once? This is a welcome change! Haha," Ben ruffled my hair, much to Liz's distress as she spent half an hour getting it just right, "just be careful, alright?"

I smiled, "don't worry uncle Ben, I know, with great power-"

"-Comes great responsibility," said literally everyone else in the house.

With that down the girls and I got into my car and drove off, the location already in the system as Doc took over and drove away. We picked up Mark along the way, it took us fifteen minutes to reach, we had to park the car far away near a parking lot a block away, as technically, this place was boarded up.

The entrance was behind a barbed fence that had been propped open with a large crate. Standing gaurd was a scruffy looking kid around our age, maybe older. He was a lookout, making sure no cops came to investigate.

Mark played the kid twenty bucks to enter, and once we walked through we entered a tunnel that lead straight into the heart of the train station, which was a modern masterpiece.

The tracks served as the stage with twelve in total lines up against each other, we had plenty of place to move. The platforms served as the stage meaning we had two bands that would play side by side with the winner being the one that gained the most audience support.

In the back of the station was the bar with drinks being served in kegs and bottles of cheap ass whiskey. And right now, there were two bands battling out, music blaring through the sound system, almost deafening.

"Now this is what I'm talking about!" Mark cried out as he took charge, leading us into the mosh pit in the tracks.

I groaned, "I may have miscalculated how much humanity I can stomach in one night."

"Oh grow up," Liz snorted as she grabbed my arm and dragged me forward into the pit.

"Mark! You made it!" a couple of guys dressed exactly like makr, leather jacket and all, approached us.

"Damn right I did! Hey guys, these are my buddies from Midtown," Mark said introducing us, "this is my girl MJ," he smiled at her, "and the feisty blonde in Liz. And the classy looking nerd is Peter. Be gentle with him, it's his first time having fun."

"Hey, I can have fun!" I cried out.

"Sure you can," Mark rolled his eyes before turning to his band, "alright, should we set up?"

"Yeah, we can right after this battle is over," the guy with the bass guitar around his neck said, "they're just about doen."

"Cool," Mark nodded before turning to us, "alright, I have to split, babe, you want to come with?"

"Ah, sure," MJ nodded, "but what about Liz and Peter?"

"Oh relax, we'll manage," Liz waved her worry away.

I nodded, "go ahead MJ, have fun, besides, Liz and I have to focus on getting me a date. I do not look good in pink trust me."

"Oh honey, you look good in anything," a guy with long bangs brushed up behind me, sending me a wink before going back into the mosh pit.

I flinched, "and this is why I hate people."

"Oh come on," Liz dragged me away, allowing MJ to go with Mark and his buddies. We settled onto the bar and grabbed ourselves a cup of beer before turning to look at the people, surveying for people for me to flirt with.

"What about her?" Liz asked pointing at a girl with a beanie and dyed blue hair.

I winced, "ah, no, too much personality for me."

"Okay," Liz sipped her drink, "then what about….her?" she pointed at a red head wearing a white see through blouse and a massive rack. For the longest moment my eyes were glued to her chest, before a guy came between, cutting of my view, glaring at me.

I drew my eyes away and cleared my throat, "I-ah, I don't really think that would be fair to her boyfriend," I pointed to the glaring guy with dyed blonde hair.

Liz chuckled, "right. Then how about-"

"-Babe!" I turned to see Johny rush over through the crowds dressed in civilian clothes, jeans, black shirt and a denim jacket.

"Hey Johnny," I waved as he and Liz kissed, "I didn't realise you would be here."

"Me miss a party? Never!" Johnny scoffed, throwing his arm around Liz, "the question is, what are you doing here?"

"What? Can't I have fun too?" I scoffed.

"Pete, the only time you ever have fun is when you're swinging between rooftops and kicking ass on a hourly basis."

I groaned, "yeah, I guess," and just then I noticed a girl with bright pink hair brush walk by, dressed like an underground DJ with major daddy issue judging by the 'Fuck Dads' T-shirt she wore over the leather jacket.

"Oh, she's nice," Liz squeaked, "you should talk to her."

"No thanks," I shrugged, "she's gay."

"What? How do you know?" Johnny asked.

I motioned over to the group of girls she was talking too. Liz scoffed, "Peter, that doesn't make her-" and then the girl kissed a brunette right on the lips in greeting shutting Liz up, "okay...how?"

I grinned, "she got horny only when surrounded by girls, I could smell the lust roll off her."

"Woah, so wait, do all these people smell something different?" Johnny asked, "isn't that a bit...confusing?"

I shuddered, "you have no idea," I opened my senses up for one moment and yeah, the resulting wave of signals almost engulfed me.

"Yo Parker!" we turned to notice Flash rush up to us with a smile on his face and a girl walking behind him, dragged behind by his wrist.

"What is it Flash?" Liz asked raising an eyebrow at the girl, she was blonde, tight purple dress and drunk by the way she looked.

"I just wanted to come over and tell you to suck it," Flash grinned at me, wrapping a big beefy arm around the blonde, who didn't look all there enough to care, "this is Kareena, and she's my date, isn't that right babe?"

"Whatever you say handsome," she slurred her words.

I groaned, "Flash, she looks like she's wasted. Where are her friends? We should get her home."

"What?" Flash blinked, turning to the girl and looking shocked, "shit! I thought she felt tipsy. Damn, I don't know, I think she came alone."

"Karen? Hello?" Liz approached the girl, "hey girl, can you tell us where your friends are? Are you okay enough to show us where you live?"

"Hm, no, don't want to," Karen slurred her words.

"Flash,we got to take her home," Liz told the large football player.

"Y-yeah," the teen nodded, "of course. Come on, I'll carry her."

Johnny narrowed his eyes, suspicion rolled off him, "I'll help you."

"I can do it flameboy," Flash glared back.

"I have more experience save people that you Flash," Johnny said as he quickly took Karen's other side and they began walking away.

"Damn it," Liz hissed, "Johnny, wait for me!" she turned back around, "sorry Peter, I got to make sure they don't ripe each other apart!"

I shrugged, "it's fine, go ahead," she nodded and quickly ran. I sighed as I finished the rest of my drink, in all honesty I was hoping for a fun night, but responsibility called.

And now, I have to fucking entertain myself, just great. Damn it, I have to wear pink now, Flash did technically pick up a girl, even though she was completely wasted…

I finished my beer quickly, and obviously felt nothing. I went to the 'bar' they set up and walked up to the bar keep, a asian teenager in a hoodie with the words 'Street Rat' stitched onto his sides.

"Hey man, you got anything stronger?" I asked him motioning to the empty cup.

The teenage thug raised an eyebrow, "what do you need?"

"Anything with a strong kick," I shrugged, "I'm going stag tonight so I might as well have some fun."

The kid snorted before slamming a bottle of vodka, "this strong enough for you?"

I sighed, "nothing better man? I have kind of a strong resistance."

"Sorry man," he shrugged, putting the bottle away.

"Thanks anyway," I sighed great, alone and I can't get drunk. Maybe I should just leave, if I hurry I can still patrol the streets for a while, do something useful tonight. But before I could leave, a girl walked up to me, a smile on her face.

"Couldn't help overhearing your little difficulty," she said with a salesman's smile. She wore a hoodie similar to the asian bartender, 'Street Rat,' that some kind of gang? She had black skin but bleach blonde hair with pink streaks running through it.

"Ah, yeah, kind of sucks," I shrugged.

"Well, I got something you might like," she pulled out a plastic baggy with a pink pill in it.

I raised an eyebrow and put on a good poker face, looking interested, like a druggy would, "cool. What is it?"

"The newest shit," she replied, "we call it the 'Rumble in the Jungle' or RJ, because one hit and you go down."

"Like Muhammad Ali," I nodded.

"Smart, so you interested?"

"How much?"

"First hit's free," she smiled as she leaned forward placing a kiss on my cheek as she slipped the pill into the pocket of my vest. She moved back and winked, "see you soon cutie."

I smiled back, "I'm sure," she walked away and immediately my smile dropped. I took out the pill and held it in the light, I couldn't see anything inside, not liquid then, solid, probably affecting the body's nervous system someway.

And then, I realised it. Sometimes you don't see something unless you know what to look for and now, I did. The pills were everywhere, almost every three people in a group of ten was taking the pill and these Street Rat kids were giving them out.

I was supposed to take a break and have fun tonight, but, since everyone abandoned me, it's time to get to work.

I slipped into the mosh pit and followed the Rat kids, following their footsteps, their movements. In minutes I had located the head dealer, a buff 40 year old bald guy that had a gun strapped to his back and a very scary precencess.

Every dealer on the floor reported to him, passing every dollar they earned, he was the head, these kids were just...fodder. I suspect they weren't really gang members in the first place.

I followed them for some time, tracking their movements. But ten minutes later, I got distracted. "Hello Catch! We're the Extremes! And we're going to rock this house down!" I turned and to my shock I saw MJ on the stage with Mark and his friends.

"Kick it!" Mark screamed as they began to play.

"Everyday, they tell us what to do, every night, we have nothing to look for but school, fuck that, it's all a pain, there ain't nothing they can do now, we're free, even just for a day!" MJ began to sing, hitting every note. Hm, maybe in this world she'll end up a singer?

Slowly, the crowd began to shit, the other band that was applying was thoroughly beaten, I had to admit, Mark was pretty good. He and MJ made a pretty cool team. I was getting into the song as well, but then, I realised there was movements in the Street Rat's.

I noticed slowly one by one the dealers began to leave, sneaking away quietly. And then, the big one left as well. I needed to go, it was too late to go into my car and take my spare costume, time to improvise.

The big guy and five older looking Rat's snuck out into a side tunnel making their way out. I ran after them, sticking to the shadows. I need a mask, so I removed my vest and tied it around my face, leaving a little bit of space for my eyes to see through.

The six men I was following went into a service tunnel, talking among themselves. I jumped onto the ceiling and stuck to the ceiling, following them from above.

"The new blood did good," the big guy replied in a gruff tone, "make sure to give them a cut."

"You really think that's a good idea boss?" and underling asked.

"Like I always say Tony, keep your underlings happy, and they won't stab you in the fucking back," the fat leader said gruffly.

"I'll keep that in mind," I whispered as I jumped down.

"What the-"

I came down on top of his body, my feet plunging into his gut, throwing him into the ground, hard. I back flipped and landed on the other two guys behind them, all three of crashing into the ground.

"Get him!" the two standing thugs took out knives and charged at me. But I was already on my feet and moving. I swung my legs like whips, kicking one's arm so hard he dropp his knife, and I heard a crack, something broke.

"ARGH!" he cried out, dropping to his knees, holding his arm in pain.

"Tony!" the other guy shrieked, I threw a punch at his face, breaking his nose and knocking him out from pure force.

"Die!" one of the man I fell on yelled.

My spidey senses kicked in, I ducked just as he fired off three shots, the bullet sailing over me. I rushed forward, punched his gut, slapped away the gun before grabbing him and throwing him into the last gangster standing, throwing them both into the tunnel wall.

"Argh," the fat man I kicked in the gut groaned in pain as he held his stomach. I knew nothing was damaged too badly, he was just a lot of pain. I walked up to him and placed my finger on his head.

I channeled bio-electricity through my fingers directly into his skull, just enough to knock him out. In a second he dropped down, unconscious. I got up and turned around, seeing the last gangster still concious.

"Please! Don't kill us! We'll give you anything!" Tony cried out, "drugs! Money! Anything, please just," I tapped his skull, a little blue flash and he too fell down just the same.

I took off my impromptu mask and unruffled it, dawning my vest once more. I stretched my neck and turned around to leave, only to stop dead in my track as I looked at a teenage girl with long blonde hair in a beanie staring wide eyed at me.

She wore a loose fitting jean jacket, a black and white striped undershirt, a short denim skirt with black leggings and worn brown boots.

She blinked. I blinked. She looked at the people unconcious around me. I looked at her bright blue eyes slowly widen as she turned back to me and squeaked, "ep!"

"Please don't scream!"

"AH!" she cried out, turning around and running away as fast as she could.

"Shit," I rushed after her, running as fast as I could before quickly catching up to her. I jumped over her and landed in a squat, blocking her path.

She stopped so suddenly she tripped and fell on her back, she began crawling away, holding a hand out defensively, "don't hurt me please!" she cried.

I blinked, "I won't," I said slowly, surprising her, "please, don't run away. I won't hurt you."

She blinked looking back and turning to me, "those men back there, you killed them."

"Ah, no, they're just knocked out," I told her slowly, "they're perfectly fine. Well, other than a few broken bones."

"Ep!"

"Which I won't do to you!" I replied immediately, "I swear!"

"Why did you hurt them?" she asked.

"Well...they were drug dealers," I said slowly, "they sold kids drugs hoping to get them hooked. So...well, so I beat them up."

She looked confused, "wait...so you beat them up because they sold drugs?"

I nodded, "yeah."

"...are you trying to be a superhero or something?" she asked raising an eyebrow, "why would you risk your life like that?"

"Well," I offered her my hand, she cautiously accepted it and got on her feet, "my uncle and dad have a saying, with great power comes great responsibility. I do my best to live up to that line. I saw someone doing something wrong, so I stopped them."

"But why? Why do you care about the kids they get hooked on drugs?" she asked curiously, looking me up and down, "you look pretty well off. Why do you care so much?"

I chuckled, "because if we don't care for other people we tend to live shit lives."

She was taken back by that, I could tell. She looked...well, curious. She looked at me, "I...I'm Tandy," she said in a quiet voice.

I smiled, "heya Tandy, I'm Peter, nice to meet you."

"Yeah..." she looked back, "you know...they don't just target kids in parties."

I was immediately on alert, "what do you mean?"

"Well...ah, a few us of homeless kids see them come around, offering free samples," she spoke slowly, was she afraid of me still? Yeah, probably, "t-they hurt a lot of my friends and...they..."

I smelt guilt and shame. "Tandy," I held her palm with both hands, gently caressing it, "did they hurt you?"

She nodded, slowly raising her right sleeves to show a black and blue bruise. I felt hate for those Street Rats, pure unfiltered hate.

"I-I tried to stop them, but t-they didn't like that. A few of my friends were forced to join, if they didn't...the Rats said they would kill us."

I felt my anger escalate, but my eyes were glued to hre bruised hand. It had swollen up many times over. "Tandy, that looks bad. Doesn't it hurt?" I asked.

"Yeah, but, I mean, what do I do?" she gave a sad smile, "it's way too expensive to have it treated."

I sighed, "come, I'll help."

"What?"

"Come," I motioned, "I'll get you sorted out. I have the cash."

"Y-you don't have to-"

"-If you want, you can think of it like a bribe," I winked, "I'll help you, and you promise not to tell anyone you saw me kicking butt. Okay?"

She blushed, giving a shy noddy-yeah, okay."

"Great...do you know how to get out of here?" I chuckled, "I'm kind of lost."

"I-it's this way," she pointed and we followed.

"So...what were you doing here anyway?" I asked the girl as we quickly reached the exit, the tunnel leading to an abandoned subway terminal.

"I-I was trying to find some place...some place to sleep," she replied, looking away, ashamed.

"I see...why did you runaway?" I asked as we reached street level, ah, I recognize this road, I'm parked not so far away.

"My dad left and my mom...she remarried. He won't...he wasn't the nicest of people," Tandy held her hurt arm with a tight grip, I'm guessing she didn't only get beatings from her dad.

"Don't you have someone you can stay with? An aunt or uncle?" I asked her.

"And uncle but...he would make me go back to my mother," Tandy looked down in shame.

I wanted to question her choice, but one look at her and I knew she wasn't a very strong person. I sighed, we reached the parking lot, my car there, "right, come on, let's go."

"What?" she asked in surprise as she looked at my car, surprise seen in her eyes as she saw it. Her jaw dropped, "y-you have a DeLorean?!"

I grinned, "damn straight. You like?"

"This is so cool!" she cried out as she and I got in. she looked around, "this looks so cool! Did you customize it?!"

"Yup," I nodded, "Doc, the nearest open hospital please."

"What? Who are you talking too?" Tandy blinked.

" _You got it boss_ " Doc replied as the car came alive on its own.

"Ep!"

I laughed as I took it out, "sorry about that. That's Doc, my car's AI, he's handy."

"A-AI?" she blinked, "you mean, he's a machine? You're car is alive?!" She turned to me with eyes as wide as saucers, "are you like super rich?"

I chuckled, "no Tandy, I'm just super smart."

"Where did you get all this?"

"I built it," I shrugged.

"All of it? By yourself?" she asked sounding shell shocked.

"No, I had help," I nodded, "cars aren't my expertise, my friend is more of the motor head then me. So he had a few suggestions."

"This is so cool!" she said in an excited voice, "ah, can I ask it something?"

I shrugged, "go ahead."

"Hey ah..."

"Doc," I supplied.

"Right. Hey Doc, what's tomorrow's weather going to be like?"

" _Sunny, with a chance of rain in the night,_ " Doc replied.

Tandy squeaked, "this is so cool!" I watched with mirth as she played with the settings, asking him silly mundane questions over and over again. It was like a child discovering colours for the first time, amusing to see.

We reached the hospital quickly and I took Tandy in, though she looked unsure. It seemed the moment she stepped out of the car th carefree attitude she had vanished, replaced with a more somber and shy tone.

We asked to see a doctor and waited for ten minutes before we were called in. We were taken to a medical exam room where Tandy sat on the examination chair and I stood next to her, waiting for the doctor.

"T-thanks Peter," Tandy replied suddenly.

I shrugged, "it's fine."

"No really...thanks," she repeated, "it really does hurt," she whispered. Yeah, those Street Rats are dead.

Just then the door opened as a woman with dark skin and hair walked in. Immediately, I recognized her, she looked at us and smiled, "hello, I'm Claire, what can I help you with?"

I smiled, Claire Temple, wow, I didn't realise it, but the party was near Hell's Kitchen in Manhattan. So of course this would the best and closest hospital available.

"Hey, she needs a full examination," I motioned ot Tandy who looked surprised by my request, "she's been living on the streets and has a fracture on her right arm."

Claire's eyes shot open, "are you serious?" She immediately went to Tandy's side. The girl tried to move away, but Claire had already lifted her sleeves showing her bruise, "this looks back. You're going to have to leave, you, take off your shirt."

I nodded, Tandy looked like she was going to panic, but the girl needed a thorough examination. I left the room and waited outside. I knew Claire would do her best, the woman could fix superheroes on nightly basis, a girl like Tandy won't be an issue.

And seeing Claire actually gave me an idea. I took out my phone and dialed in Matt's firm's number. The call rang twice before a woman picked up, "hello, Neeson and Murdock's how many I help you?"

"I need to speak to Matt, it's urgent," I told her, probably Karen Page if I had to guess.

"Oh, right, Matt, it's for you," Karren handed the phone over.

"Hello?" Matt asked.

"Hey Devil, it's me, Spider," I whispered.

Immediately tension seeped into Matt's voice, "why are you calling here? This is my work number."

"I didn't have your personal cell," I chuckled, "but, in all seriousness, I'm actually calling because I want to hire you guys. Not for me, but for a homeless runaway. Her step-father's abusive and her mother is neglectful. Think that's enough to put her in a foster home or at least prevent her parents from trying to take custody of her?"

Matt was silent for some time before responding, "yes...yeah, we can manage that. What's her name?"

"I'm working on the details Matt," I replied, "I'll swing by over to your home tonight and drop them. Sound good?"

"Yeah, sounds fine. Midnight."

"Agreed," I replied, closing the phone. I waited then patiently for a few more minutes before Claire walked out, singing as she did. I walked up to her, "is she fine?"

"I put a cast around the fracture, so that's fine. I'm also writing up some painkillers, if she needs them," she sighed, "but...that's not all. She also has several badly healed wounds on her back and a few cuts and bruises. She's...she's been through hell."

I nodded, "she told me as such. Is there something immediately we have to worry about? Any unsettled bones? Anything wrong?"

"So far? No, nothing. She's perfectly fine in that sense, but...damn it. How the hell did this happen?" she asked glaring at me, "did you-"

"-I would never hurt anyone like that," I stopped her with a glare, "never. I brought her here myself, do you really think I would be that stupid."

Claire scoffed, "yeah, I guess. So what? You her boyfriend or something?"

I chuckled, "no. She did me a favour, I owe her one."

"Right...look kid, I don't know who you are or what you're going to do. But that girl needs help."

I nodded, "I spoke to a lawyer friend of mine. He said he'll take her case."

"Fine, whatever, just be safe okay?" she tore of a receipt, "pay at the counter."

I smiled, "thanks Doc," I walked past her and into the exam room where Tandy finished putting her coat over her brand new cast. "Hey. Ready to go?"

Tandy turned to me and glared, "I didn't want that."

"Maybe, but you needed it, come on," I motioned her over as we left.

"I didn't ask for this Peter," Tandy argued, "okay, thanks but no thanks. I don't need someone controlling my life-"

"-I contacted a lawyer friend of mine. He says he can get you away from your step father and mother," I cut her off as I payed the hospital bills. Shesh, 500 dollars just for a cast? Thank God for my healing factor.

"I-I...you what?"

I turned to her, "I called a lawyer. So...if you want, you can fight for your freedom. I'm not in the business of seeing a bad situation and just leaving Tandy. You don't want my help, fine, but, ….do you want your freedom?"

She looked shell shocked, I think I may have broken her. Suddenly her stomach groaned. She blushed red.

I grinned, "drive through?"

 **An hour later:**

I had driven to the top of a parking lot after getting our food. We sat on the hood of my car as we ate, Tandy practically inhaled her meal, swallowing it whole. But then again who knew when it was she last ate.

I slurped my cola and groaned, "damn it, empty." I put the emptied soda bottle next to three crumpled wrappers of the cheeseburgers I had. I looked at Tandy, she had eaten almost just as much as me, two cheeseburger and extra large fries. Not bad for a girl her size.

"So," I said looking at hr put away the last of her fries, "did you makeup your mind."

She looked down at her food and then at me. The moonlight we got from the crescent moon made her seem almost...glowing. Strange...I don't think someone could be this...bright...huh.

Finally, she spoke, "Peter...why are you doing this?"

I raised an eyebrow, "I told you didn't I? Great power, great-"

"-Responsibility, yes I know but….why? I have never met a guy like you. You're so...calm, collected and...kind. I don't think people are supposed to be this kind."

"Believe me Tandy, I'm cruel when I want to be," I chuckled, "there are plenty of people who would call me the devil."

"Then that's because they deserve it," she shot back, "I know it Peter, You're the nicest guy I know. And...why are you trying so hard with me? I'm nothing special, I'm no one. I'm...I'm just me."

She looked away, looking ashamed. I smiled, I reached up and patted her head, ruffing it gently, surprising her. "Tandy, you may not be special, but that doesn't mean I shouldn't try and help you. The truth it, none of us are special. There's always someone better than us. Allways. But, that sure as hell doesn't mean we shouldn't try and help each other out. Hell, if that's the case, th Avengers wouldn't try and help us, they would have joined Loki to enslave us."

Tandy looked at me and suddenly moved forward, wrapping my midriff in a hug. "Thank you," she whispered.

I patted her head, "no problem," I hugged her back for as long as she wanted, times like this, you should never break the hug, because you don't know how long they other one wants to hug.

Finally, she broke the hug and looked at me, smiling, "thanks Peter."

I smiled back, "you're welcome. Now...you never told me...do you want to be free?"

She nodded, "y-yes. If you can."

"Alright then. But first, you never did tell me you full name."

"It's Bowen, Tandy Bowen," she smiled.

"Alright then Tandy Bowen, I'm Peter, Peter Parker," we grinned once more. Huh, this night turned out better than I thought.

 **That night:**

It was around eleven in the night when I pulled into the driveway. I opened the door and Tandy and I walked in, the dining room lights were on.

I walked in, motioning Tandy to stay back. I found Ben and Richard awake, the former doing his taxes, which I would eventually have to redo, and the letter reading a book on economics.

"Hey guys," I called out gaining both their attentions.

"Oh, Peter, you're back early," Richard knotted, "don't parties usually last till early morning?"

"Yeah, well, something came up," I shrugged, moving aside to let Tandy come forward, "this is Tandy, she's a runaway and I'm helping her get away from her parents. Is it okay is she stays here for a couple of days? She can use my room, I'll sleep on the couch."

Ben and Richard were speechless.

 **At midnight:**

It took little time to convince Ben to do it. And like ushal Richard was a stick in the mud. But I suppose he can be forgiven, it is an odd request. It actually got so bad Richard and I began yelling at each other. And Tandy immediately offered to leave to stop the fighting.

This caused Richard to eventually give in and accept her, though he told me she could only stay for a week, and no longer.

I got my room ready for Tandy, even prompted her to take a shower and change into a set of clothes. But since she didn't have her own, she used mine. I was form when Peter Parker still had control of this body, black, red and brown plaid shirt a size bigger than her frame and a pair of black shorts.

After getting her to bed, and the rest of the house tucking in as well, I changed into my costume and took off swinging to meet Matt.

I found him waiting on the roof of his building, suited up in costume. I landed before him, "hey, sorry I'm late."

"Just by ten minutes, it's fine," the Devil of Hell's kitchen shrugged, "how is the girl doing?"

"She's feed and has a bed. I took her to the hospital and had her checked up," I shrugged.

"How did you...she knows you're real face?"

"Yes," I blinked, "oh right, you don't do you? But then I again, I doubt someone's real face matters for a man like you."

"Ture," Matt nodded, "did you get her personal details?"

I handed him a flash drive, "it's all in that. Birthday, name, address, everything she could tell me, and everything I could find out after I had someone hack into the government's database. She's also willing to go into court and convict her father if she has too...though the last part took some time for me to convince her."

"I see," Daredevil nodded putting the drive away, "good job Spider. I'm surprised you're taking such interest in this girl...is sh someone you know?"

I shook my head, "nope. Oh, and before I forget, here," I took out a wad of hundreds and placed it on his hands.

Matt sniffed the notes and immediately identified them, "Spider, you just handed me ten thousand dollars."

I whistled, "damn, you should be an accountant. Heh, a blind accountant, won't that be rich."

"Spider..."

"Relax, I didn't steal it if that's what you're wondering. I do have a day job you know. I actually do pretty well for myself." Not half a billion dollars well, but well enough.

"And this money is for….?"

"For her case fees," I told him.

"That isn't necessary, I'm more than willing to do this pro bono."

"That's nice Matt, that's one of the reasons I like you. You're willing to do work for the poor even when you're at risk. But, I don't need you to do this for free. If you want, say that it's pro bono, but take the damn money Matt. You do good work, and I want to do what I can to make sure that keeps happening."

Matt sighed, "fine… how do I contact you?"

"My number's in the flash drive," I smiled, "by the way, when you do meet me without our masks for the first time, don't freak out, okay?"

Matt smirked, "why? Are you disfigured?"

"No. I'm younger than you would think," I shrugged.

"Who much?"

"Sixteen," I replied.

"S-sixteen?" Matt hissed, "you're just a kid!"

"A kid that stopped an alien invasion and fought off six of the deadliest villains New York ever faced. Oh, and let's not forget I saved the president of the United States of America from a terrorist organization of fire breathing veterans. Am I missing something my handicapped friend?"

Matt was quite for a moment before he shrugged, "fine. I'll handle it."

"Right...hey, do you know anything about the gang known as the Street Rats?" I asked.

"Yes. They operate just Southeast of Hell's Kitchen. Why?"

"They pissed me off. I'm want to break some bones. Do you happen to know where they hang out?"

Matt smirked, "yes. I'll show you."

"You want to come along?" I asked in surprise.

"Of course," he stepped on the edge of the roof, "I'm itching to let off some steam too."

* * *

 **Okay, I'm sure by now half have googled who Tandy Bowen is and are super for or against this girl. To be fair, I honestly don't care about making a harem anymore, I'm just going to write and see where things go.**

 **Also, yes, Dagger will play a part in this story, and eventually, so will Cloack.**

 **Anyway, hope you all enjoyed.**


	44. The Ancient One

"ARGH!" I heard someone yell.

"What?" I blinked the sleepiness away and pushed myself off the couch. I looked around, why was I on the couch? Wait...oh, right, Tandy...Tandy!

I jumped out and ran up the stairs heading into my room where I found May and Tandy looking at each other with confusion and shock in their eyes.

May snapped to me, her eyes wide, "Peter, explain."

I groaned, "One above all, help me."

 **Breakfast:**

May placed the plate of extra large stack of waffles before us and sent me a glare at the back of my head. Though I could feel it just fine.

"Sorry," I sighed.

"You better be," May hissed.

"May, maybe you should give him a break," Ben chuckled, "he did do all this for someone else."

"That may be Ben, but he cannot just bring a random girl home after going out to a party?! I thought the worst!"

"That he finally had a girlfriend again?" Richard scoffed.

"Yes! And he did something horrible as to have a one night stand!" May cried, making Tandy blush red.

I sighed, "come on Aunt May, you're embarrassing Tandy," I moved to grab a waffle, only for May to slap my hand away, "hey!"

"No," she glared before placing a bowl of dull looking oats before me, "this is for you. Tandy can have the waffles," she said, smiling gently at the girl, making her feel comfortable.

I grumbled, "this blows. Do the right thing and I get punished," I ate a spoonful of oats, "huh...honey. Nice."

"Of course, I'm looking to punish you, not torture," May smiled as she sat down next to Tandy and turned to the girl, "now then dear, tell us a little about yourself."

The girl blinked, "I-I don't really know what to say. I-I like to shop, I guess. Before I ran away I actually wanted to be a model."

I smirked, "well in that case I know two girls who you'll get along with like a house on fire. Wait...oh damn it!"

"What's wrong?" Ben asked.

I groaned, "I just remembered, I lost a damn bet...you guys wouldn't happen to have a pink shirt I could use could you?"

Richard raised an eyebrow, "yes...what was the bet?"

"Flash bet me that he could pick up a chic before I did," I shrugged, "I personally think he still didn't win, since his date was totally drunk, but whatever, I'm not going to argue."

"Drunk? My, was she alright?" May asked.

I nodded, "yeah, Liz had Johnny take the girl back home, I think. I didn't really pay attention after they took her away."

"Peter, you really shouldn't go such places," May whispered in a worried tone.

"Oh relax May," Ben chuckled, "you know it's rare that the slugger goes out in the first place itself."

"Yeah," I nodded, "besides, if I didn't, I wouldn't have found Tandy," I winked at the girl, making her blush.

As we ate though I looked at the newspaper Richard had on hand. The headlines read, ' **Street Rat's destroyed!** '. That was an exaggeration. Matt and I just came in and kicked the asses of five of their bases, no big deal.

As I smiled I realised Tandy was also looking at the headline, her eyes going wide in shock. She turned to me and I shrugged, she was already suspicious of me, no need to be cheeky and give out any clues.

Just then my phone began to ring, I pulled it out and found Matt's number on it. I picked it up, "hello. What's up Matty?"

"Don't ever call me that," he grumbled.

"Ouch, grouchy aren't you? What's up?" I asked.

"I looked over the girl's case. Can I met her face to face? It would help."

I nodded, "of course. What time are you free?"

"Noon?"

"We'll be there," I replied, "bye. See you soon," I cut the call and sighed.

"Who was that?" Ben asked.

"A lawyer friend of mine," I told him, "he agreed to take on Tandy's case pro bono."

Tandy's eyes winded, "h-he accepted?"

I nodded, "yup! We're meeting him at noon today. So eat up Tandy!"

"Oh no you're not. You have school Mr.!" May cut in.

"B-but aunt May! This is a girl's life hanging in the balance!" I cried out.

"Then I'll go with her," May offered, "it shouldn't be too hard if you've already spoken to this man."

"B-but-"

"-Oh give up Peter," Ben put in, "you lost this one."

"Yeah son, you can't run from wearing pink today," Richard and the other laughed, even Tandy joined in. I groaned, stuffing my oats down my throat, I hate school.

 **That day:**

"Yahahaha!" Flash laughed hard, holding his stomach and physically leaning forward in pain, eyes filled with tears.

My eyelid twitches, "it's not that funny Flash. It's just a colour," I finished the bet, wearing a pink button up shirt with a cowboy embroidery by the sides along with a pair of jeans and a brown overcoat.

"You look like a gay cowboy!" Flash cried out before laughing even harder. A few kids next to us all began to laugh at me, prompting me to just roll my eyes.

"Oh come off it Flash," MJ scoffed, "he's just keeping his word, which he technically didn't have to do."

"What? Why not! He lost fair and square!" Flash exclaimed.

"That drunk girl you picked up didn't count," Liz snorted as we all sat down at one table. Yes, Flash Thompson was sitting down with us eating lunch. The Gods must be crazy indeed.

"Hey, it so does count!" Flash shot back.

"What happened to her anyway?" I asked Liz.

She shrugged, "Johnny and Flash took her around and dropped her with some of her friends. And don't worry, they didn't leave until they proved they were buddies, so they didn't just leave a passed out girl with a bunch of strangers."

"Oh, that's good," I nodded.

"Where were you Parker?" Flash asked, "I looked for you, but I never found you anywhere."

I shrugged, "well I stayed until MJ and Mark played, you killed it by the way," I high fived the red head, "but then I kind of got distracted with something else."

"What?" Liz asked with narrowed eyes.

I grinned, "a girl."

"Oh! Details! Spill! Now!" Liz squeaked.

I rolled my eyes, "not like that Liz. She's kind of...well, she was in a bad place so I helped her out. I took her to the hospital and gave her a bed to sleep in."

"Wait, you took her home with you?!" Flash squaked.

I grinned, "yeah, May nearly had a heart attack when she found her in my bed in the morning."

"WHAT?!" MJ and Liz screamed, as I laughed hard. It took me a while to explain the situation to them, while making sure not to paint Tandy in too much of a pathetic light since the poor girl already had shitty amounts of self respect.

"We need to met her," Liz glared, "who knows how messed up she is because of you!"

MJ nodded, "damn straight. I also want to met her."

"And me!" Flash chimned in.

I sighed, "oh, this is going to be a pain in the butt. I just know it."

Mark then sat down, "hey guys, what's up?"

"Nothing much," MJ smirked evilly, "we were just talking about the girl Peter brough home last night. Apparently his aunt almost died of a heart attack when she found her in his bed this morning."

"Oh that's nic-wait what?!"

 **That afternoon:**

I pulled up into my curb and sighed. "I told you, this isn't meant for five people," Liz sat next to me in shotgun, but in the back MJ, Mark and Flash were all stuffed together.

"Dude, you have a time machine, I'm taking every single chance I get to ride in this thing!" Mark argued.

"And I'm not giving you a reason to leave me behind!" Flash argued.

"Fine," we all quickly got out and I lead them to my house. I opened the door and we all came inside, "I'm home! And I brought friends!"

"In here Peter!" May called out. We walked into the kitchen and found May, Tandy and, surprisingly, Matt, all sitting around sipping tea.

I blinked, "Matt? What are you doing here? Don't you have work?"

"Actually my last client of the day lived in Queens, so I was going to come here anyway. Then your aunt insisted that I come over for tea," the man replied without skipping a beat. He stood up and walked over, extending his hand, "nice to finally met you, officially."

I smiled, "same," I shock his hand.

"Peter?" May asked, "what do you mean officially?"

"Matt and I are online poker buddies," I smiled, "we never actually met face to face until today. So it's kind of a big moment."

"Poker?!" May squeaked, "you're gambling online?!"

"Oh no ma'am," Matt chuckled, "your nephew has quite a mouth on him. We actually did meet online however, on a chat room."

Flash groaned, "ah, how is that possible? Aren't you like blin-off!" Mark quickly elbowed him, shutting the jock up.

"Anyway, it's time for me to leave," Matt nodded, "thank you ma'am, you've been a wonderful host. And Tandy, relax, with your signed request and the hospital reports no judge will ever let you stay with that family again."

"T-thanks," Tandy nodded slowly.

Matt then turned to me, "until next time."

"Right, here, let me walk you out," I motioned for the others o give us some room as we walked out, closing the door behind me "thanks again for this, it means a lot."

"It's fine, it's the job," Matt nodded, "although, you never told me you had such...a big family."

I chuckled, "why do you think I wear the mask Matt? Half the people I care for are superheroes, they can take care of themselves. But the other half...well, they're just humans. If I could, I wouldn't even wear the damn mask. Maybe even did what Stark did and do it at a press interview or something."

"I see," Matt nodded, "well...it was nice to finally met you, Peter Parker."

"Same, Matt Murdock," we shook our hands once more before I got Matt a cab and sent him off.

I returned back inside only to stop and watch with confused eyes as Tandy was surrounded by all my friends, each bombarding her with questions.

"So are you single?" Flash asked.

"Peter said you don't have clothes, we should totally go an buy some!" Liz cheered.

"You interested in music?" Mark asked.

"How close did you and Peter get?" MJ asked curiously.

I sighed, "come you four, let the girl catch her breath."

Tandy smiled, "I don't mind. I-I am single," Flash grinned, "and I would like to buy some, but I don't have any money right now, so maybe later," Liz shrugged, "a-and yes, I like music, but just the nice soft stuff," Mark grumbled, "and Peter….Peter's my best friend," causing MJ to raise a curious eyebrow before turning to me and winking.

I rolled my eyes, "she's exaggerating a little. Anyway, who wants to see a movie? Should be fun yeah?"

"Yeah!" they all replied.

"I call shotgun!" MJ immediately cried out.

"Shit!" Liz hissed.

"Don't worry Tandy, you can sit on my lap," Flash smiled, winking at the girl.

"I-It's fine, you don't have to take me, I'm sure it's already difficult to fit everyone in already," she squeaked.

"None-since! It's fine!" Mark chuckled, "it'll be like an adventure!"

 **The next day:**

Tandy and MJ did get along great, the two girls complimenting each other evry well while Liz was a bit more extrovert for the girl. They were currently using my room to hang out, and I was forced to listen to them chat up a storm.

"So what did you think of the Fall catalogue?" Liz asked passing over a fashion magazine.

"I think the designer finally got her groove mack. Maria Buscemi is a genius, but she's so lazy," Tandy sighed.

"Totally!" MJ replied enthusiastically, "and like, she doesn't even realise how much of time she wasted! Like-"

I groaned, "come on! Can we please talk about something else?! Anything else?!"

"Shut up Peter," Liz glared, "we're having girl time. So if you want, you should just leave."

"But it's my room!"

"For the past two days Tandy's been living in it, so it's technically her room," MJ argued back.

Tady chuckled, "yeah Peter, she's right."

"Argh, this blows," I grumbled, but just then my phone began to vibrate. I picked it up and saw a text message displayed on the screen. 'The quantum field has been stabilized.' I grinned, "sweet."

I got up and immediately grabbed my hoodie and bag. "Where are you going?" MJ asked.

"Work. Reed finally made some progress on a project we've been working on together," I grinned, "and if this works my own project will be one step closer to being complete."

"Wait, job? You have a job?" Tandy asked curious.

I chuckled, "yeah, did you think my car just came out of nowhere? I told you I built it right?"

"O-oh, right," Tandy nodded, "where do you work?"

"Oh you're going to love this," Liz giggled, "Peter works with the Fantastic Four."

Tandy's eyes went wide as she stared at me in something akin to worship. "Y-you work for superheroes?!"

"Not for, with," MJ and I said as the same time. People keep treating me like an employee instead of a partner, the pattern was really obvious now.

"That's amazing," Tandy gasped, "you're so cool Peter..." she said in a quiet tone of voice.

I shrugged, "it's nothing. Listen, I may be gone for a few days, so don't worry. Matt and May will take care of everything okay?"

"D-days? Where are you going?" Tandy asked.

I shrugged, "nowhere, but usually when I get into a big project like thi I don't come out of the lab for a few days. This whole week was actually just me taking a break from my work. But once it's done I should be home soon."

"Okay," Tandy blinked, not really sure what she should say next.

"Relax Peter," MJ said, "we'll take care of her, she'll be fine with us."

I nodded, "thanks MJ. Alright you three, I'll see you later!" And with that I ruhed out the door, excited to finally be making some progress into the Antimatter universe.

 **Three days Later:**

Reed and I stared at the gateway with heavy dark eyes. Reed has stubbles growing on his face and so did I, though not to such a vast degree.

His lab had been trashed completely. There were cups of coffee everywhere, we just kept taking new cups over and over again. Paper upon paper of calculation and specifications were littered all over.

Is it ready? I asked, no wait, I thought. I didn't actually move my mouth. Damn it, I wish I was psychih.

"Is it ready?" ah, there we go, this time I did open my mouth.

"Yeah," Reed sighed, "the generator is fixed. Any and all matter that enters through the portal will gain a negative charge allowing us to travel between the worlds," he yawned hard, and thanks to his powers his mouth stretched open so wide you could fit a coconut in there.

"Alright then," I moved to a computer and looked at the readings, "the portal looks stable enough….it's time to see if this works."

Reed nodded as he pressed the blinking red button on the terminal, causing the space inside the gateway to shimmer before suddenly flashing blue. And then, the portal stabilized. And I could see on the other side a familiar barren landscape. Dying stars off in the distance.

"I-it's beautiful," Reed whispered.

"Yes...it is," I replied before shutting the machine off, causing the portal to collapse.

Reed sighed as we both plopped down on chairs, ealing back in exhaustion. Reed groaned, "does this really matter Peter?"

I blinked away the sleepiness, "what do you mean?"

"Well, if I already discovered this world in another reality, then….doesn't that mean anything and everything I do will just be a copy? Aren't I just repeating what has already happened? Does any of this matter?"

I thought about that for some time before I replied, "Reed….it does. Because yes, while in the grand scheme of things, nothing matters, right now, right here. We're making the world a better place for our people. For the people living in our dimension."

I got up and stretched, "think of it like a two famine struck villages, identical in every way. One eventually invents a new form of irrigation to bring in a new harvest, but does that mean we should just give up? We are still in a world of famine Reed Richards, we mustn't forget that. This is our reality, it's people and ideas made us, so we shouldn't compare ourselves to anyone else, lest w forget what really happened and what could happen."

Reed thought about that for a moment before nodding, "you're right...as always."

I snorted, "I know...anyway," I sniffed myself, "oh god, we reek! How long has it been since we took a shower?!"

"Around seventy two hours I think," Reed groaned, "I don't think we had anything to eat other than coffee and some donuts."

And then immediately realizing that my stomach growled loudly. I sighed, "fine. Let's go take a shower and eat something before anything else."

"We also need to sleep," Reed noted with a yawn.

"Right," I nodded, "I'll see you tomorrow then. I'll just swing home and….oh shit," I sighed, "I skipped the last three days of school."

"I'll write you a note," Reed shrugged.

"Not going to help with my aunt and uncle...or my dad," I sighed rubbing the crust of my eyes, "I'm so not in a mood for a lecture right now."

"Then stay here," Reed shrugged as we walked out of his lab, but not before putting security on high alert. No way Doom's getting in here again, "I'm sure there's a spare bed you could use."

"Maybe," I sighed rolling my shoulders. We walked to the lounge where we found Ben present as always on the industrial bench lifter that he used as a seat.

" **Oh, you're both alive. That's nice,** " Ben chuckled, " **had an important breakthrough or what?** "

Reed smiled, "something like that. Where is everyone?"

" **They're asleep Stretch,** " Ben snorted pointing at the night sky outside the windows, damn, how late was it? I noticed a wall clock off in the distance, it was four in the morning.

"And what are you doing up so late Ben?" I asked with a yawn.

" **Can't sleep much these days,** " Ben grunted as he turned to his personal extra large SA, " **decided to read up on somethings.** "

Reed and I got similar pitying looks. We moved to the counter where we took a bagel from the pantry and began to eat our first proper meal in three days.

"Reed, I got a new project in mind," I spoke softly.

"What's that?" he asked.

"Curing Ben, once and for all," I replied, "we know your powers are interdimensional. Maybe with data we collect from the antimatter universe and...my own unique understanding of inter dimensional energies, we may be able to make some progress reversing his condition."

"When do we start?" Reed asked.

"First we finish with the antimatter universe," I said as I butered my bagel, "I'll get in contact with a few experts on dimensional energies," it's about time I met the Ancient One anyway, "we'll begin soon. Sound good?"

"Perfect," Reed nodded, "wait, you know people who are experts at dimensional energies? Who?"

I smiled, "you wouldn't believe me if I told you."

 **The next day:**

Sure enough I got yelled at for disappearing for three days. But by now May and the others were used to this, so it was mostly just for show. Though Tandy did seem very worried for my safety and insisted something bad had happened to me.

I slept for about twelve hours, then, at around seven in the evening, I put on my costume and swung into the city.

I had the address memorised of course, 177A Bleecker Street. Kind of hrd to forget the place where you learned magic. I swung over to the place and landed inside a tree across the road, it was getting dark soon, time to suit up. I took off m costume, under which I wore my apprentice robes and stuffed my metal backpack into my bag of infinite storage.

I jumped down and looked around, nobody paid any attention to me, nice. I walked upto the Sanctum and knocked on the door. I stood and waited, and in two minutes the door swung open as a black man wearing orange yellow robes stood before me, his form large and threatening.

He looked down at me, eyes surprised at seeing my clothes. "Who are you? Where did you gain those robes?" he asked.

"My name is of no concern," I shrugged, "but, I am here to use this sanctum's portal to Kamar-Taj. Can I?" I smiled.

He narrowed his eyes, "I don't know who you are boy, but I will not put up with your garbage any longer," he reached behind to grab the staff attached to his back.

I quickly spun my hand clockwise forming a magical circle before me, "relax Master Grumpy, I'm one of you."

He narrowed his eyes before slowly relaxing, "what do you want?"

"I told you, I need to use the portal to Kamar-Taj."

"Why?"

"To speak to the Ancient One," I replied.

"Why?"

"That's between me and her," I smiled, that was a trick, most would assume the Ancient One was a man.

"How did you know all this? Who is your master?" the man demanded.

I smiled, "that's kind of difficult to explain. You see, he's in another dimension."

The man glared at me. I smiled back. He sighed, "everyday it's something new. Fine, follow me," he stepped back and allowed me inside.

I looked around, the house was...different, obviously since the one I was used to was in another dimension. This one looked exactly the one in the MCEU. The Master of this place took me to the back where there was a giant thirty foot tall door with a single on it that stood for the New York sanctum.

He walked forward and pushed the doors open. There was a yellow tinge before us, but the moment we walked through it vanished. The doors closed behind us and I found myself in the crossroads room under the library of Kamar-Taj. And sitting before me on a pedestal was the Eye of Agamotto….and inside it the Time Infinity gem.

"Come, don't dally," the man grunted as he motioned me forward.

I had to force myself to look away from the amulet. All that power...and it just sits there...damn, what a waste. I looked away and followed the man, going through the large stacks of books on either side of me. I spied the book of time to my left, it glowed with power. That's right...the events of Doctor Strange are yet to happen.

I followed him out of the library and into a courtyard where several students in white were practising and at their head was a black man in green robes, Baron Mordo. I think he felt me looking, because he immediately locked eyes with me, for a moment I wondered if he was going to try and stop me.

But that moment passed as the master of the New York Sanctum and I entered the largest building where I was guided into the main hall, just like Strange was.

I found the Ancient One pouring tea in two cups, the old one armed chinese master Strange had confused for her sat relaxed on a seat before her. The Master of the New York brach stood back and motioned me forward.

I nodded and stepped up behind her, "you were expecting me?" The Ancient One placed a cup in my hands, I smiled as I sipped it, "hm...honey?"

She smiled, "very good. You have quite a tongue."

I shrugged, "my master used to put honey in his tea too, a habit he picked up from his master. You."

She raised a single eyebrow. She turned to the old chinese man, "that will be all master Hamera, Master Bendu, thank you." The two men bowed before leaving us, closing the door behind them.

"So do you have him around just to see how many would look over you and assume him to be the Ancient One?"

"Well….it never gets old," she smiled as she motioned to a short table on the floor, "shall we?"

I nodded as we sat down on cushions before the table, our cups of tea placed before us. I cleared my throat, "you never answered my question. Were you expecting me?"

"Does it matter if I was?" she asked.

"Yes. Then it would mean you have some understanding of this whole situation and it would save me the time to explain it to you," I leaned forward sipping the cup of tea.

"I see...well then, yes, I do know who you are, Peter Parker. Or should I say, Spider-man?"

"Ah, so you do know," I nodded, "how may I ask?"

"When the...scientific group, the Baxter Foundation, discovered dimensional travel, I had a few of my agents keep an eye on them. And when you joined, naturally I learnt everything about you as well. I was...shocked to learn of your heroic activities. They were impressive to say the least."

"I see," I nodded, "hm, we need to step up security then."

"Yes, you do."

"So, can I assume you also know about my little trip the days before Christmas?"

"Yes. That was one of the reasons I had my people keep an eye on you. Tampering the the barriers that separate our realities is tricky business, if your group had damaged it...well,that would be a problem."

"You wanted to make sure we didn't fuck it up," I simplified it.

She smiled, "yes, in a few words."

"Right then...well, what you don't know however, is that the portal sent me to a world that is a reflection of our own. I saw a version of my future self there and in an effort to get a way back and...among other things, the previous sorcerer supreme of that world took me on as his apprentice."

"Oh...I see," she sipped her drink, "show me."

I held out my hand and immediately a disk of magic formed in it. Perfectly circular with a spider's web inside it.

Immediately the Ancient One's eyes went wide, "t-the web of life."

I sighed, "so you do recognize it."

"H-how is this...oh...of course, yes...it would make sense. Do you know what this means?"

I nodded, "that was one of the reasons my master chose to train me. He said as a totem to the Web of Life, I was one of the few people in existence who can actually use its power. He said that….he said that becoming a Sorcerer of the Web was my destiny...whatever that means."

She placed her cup on the table and roasted her arms summoning a dozen magical circles and spun them over me. I waited patiently for her to finish as I sipped my tea, hm, this was really good. Just honey huh?

And finally, she was done. She sighed, "this is...amazing."

I nodded, "you're tea's not half bad either."

"Do you understand what you are? Did he tell you?"

"Yes. He did. He warned me o the conceciness of tapping into the Web's powers and he also warned me that if I die at the hands of someone with the possession of all six infinity stones, all of reality can possibly fall too. Is that about the gist of it?" I asked raising an eyebrow.

She nodded, "yes, just about I suppose. Has he trained you in any form? Do you understand your true potential?"

"No. He hasn't trained me in using the Web. He's just...he's just trained me in the basics. The whips of Vanstha, stuff like that you know."

"I see...very well then, I suppose you leave me no choice. Apprentice Parker, would you like to be trained in the mystical arts?"

I sighed, "that is...a difficult question to answer Sorcerer Supreme."

"Why so?"

"As you know...I have other responsibilities. And school, and a job where I do what I can to save the world in my own way. I have just so much to do and I know training in magic is almost a full time thing. Is there any form of exception I can apply for?"

She hummed, "sadly...no. But...maybe your training need not be as strict as the others," she got up and motioned for me to follow.

I followed her outside as we went right back into the basement of the library. The librarian didn't bother raising an eyebrow at our princess as she began looking through several shelves before finally picking out two in particular. A blue book and a red one.

"These are the personal journals of an old friend, Master Kal Cole, an American, like yourself, born in the year 1843 and died two decades later. In it he describes the process he took to tapping into the Web of Life for power," she passed them into my hands, "they could be useful."

I groaned, "I never heard of this man. Was he a totem as well?"

"No, he was not. Rather, he was ambitious. I was present when he attempted the process and...I saw what it did to him. I banned it's use since that moment, it was far too dangerous."

"What happened?"

"He was not a spider, he was a fly. So the web ate him up," she replied, a far away look of sadness taking over her face, "shame really….I had hoped one day he would have taken over my role in all of this...either way, since you cannot train here, you will just have to make do."

"Wait a second...I walk in here, and you trust me with books strong enough to break reality without a second thought?"

"You were tested by someone who once held the title of Sorcerer Supreme yes?"

I nodded, "yes."

"Then I will trust in his judgement," she smiled slyly, "after all, I have come to learn that Stephen Strange is a very good judge of character."

I paused, "how did you know?"

She smiled and looked over my shoulder, and sure enough, hunched up over a book was this world's version of my master. He wore white robes, technically making me his senior in the mystical arts. He was so focused on the book he was reading he didn't even notice us.

"I knew Strange's destiny the moment he was born on this world," she said mystically.

"Do you know mine?" I asked her.

She looked at me, "most don't walk a clear path. Strange's destiny has always been to become my replacement so his destiny was clear. But you….you are far more...obscure. It's difficult to tell with you."

I sighed, "just what I need, more confusion with the future," I looked over to Strange, he was working so hard, it was inspiring really. I sighed, "right, thanks for these books, they should prove useful. But, that isn't really why I'm here."

"Oh? And why are you here?" she asked.

 **Twenty minutes later:**

"Who is she again?" Reed whispered in my ear.

"An expert in dimensional energies," I responded, "now shush." Reed rolled his eyes but nodded. The entire FF and I stood back as the Ancient One examined the portal we created into the Negative Zone. Johnny and Sue eyed her suspiciously while Ben just looked bored as ever.

I had invited her over and she agreed, curious to see mankind's first ever science based dimensional portal. Getting Ready to agree to let her have a look was difficult, but he did sort of owe me one.

And for the last five minutes the Ancient One had done nothing but stare at the portal and the readings it gave out.

"Dude, you're wearing robes," Johnny leaned in and whispered.

"Shut up Johnny," I hissed back.

"Why are you wearing robes?" Sue asked.

I sighed, "it's...it's a long story okay?"

And then finally she spoke, "you have done an amazing job here Apprentice Parker. The filtration system is remarkable, it should provide you with an adequate amount of time to explore this antimatter universe you have created. Thirty minutes if my calculations are accurate."

Reed was thrown for a loop, "how can you possibly know that?"

"Experience," she smiled before turning to me, "you have created something amazing here Peter. You should be proud."

I smiled back, "thank you Ancient One, I'm glad you approved. Also, there was something else, do you think you could also take a look at these four?" I gestured to the FF, "they gained their powers through exposure to dimensional energies but...it's difficult to pinpoint them."

"Hm, I'll certainly try," she waved her hand causing a magical circle to appear before each of them shocking them all.

"What the hell?!" Sue cried out as she immediately formed an invisible barrier.

"Peter, what the hell is going on?!" Johnny asked as he began to heat up, even Ben and Reed looked ready to jump on the Ancient One and me.

"Relax guys, she's just scanning you," I replied with hands held up in surrender, "trust me, she's the last person on Earth who would harm you."

"And why is that?" Reed asked.

"Because I am the Sorcerer Supreme, and it is my duty to protect all forms of life, not kill it," she replied smoothly before snapping her fingers and sighing, "and you four...and odd to say the least."

"I'm sorry, sorcerer what?" Sue raised an eyebrow.

"She can perform magic," I supplied.

" **Magic is real?** " Ben asked with wide eyes.

"No way man!" Johnny protested, "magic isn't-" I snapped my fingers, forming a magical circle the size of a car before Johnny, "-real…..fuck."

"Peter...you can perform magic?" Sue blinked.

I nodded, "yup."

"B-but how?" she asked.

I shrugged, "magic is just another way of manipulating energy Sue. Our minds are complex quantum computers, they have the ability to change the world, by accessing energy through dimensions."

"But that's impossible!" Reed protested.

"Says the man who lives under the same roof as a walking boulder, a living fire ball and a woman who can become invisible in a split second."

"And you more important, all four of you are currently manipulating dimensional energies in the first place. Though, admittedly, in a much more roundabout manner," the Ancient One said.

I blinked, "I'm sorry, but what?"

"You see Peter, it's like you said. They all gained abilities through exposure to dimensional energies. Not far off from what soccers can do."

"Wait, are you saying you can do what we can lady?" Johnny asked in a skeptical voice.

In response, she just smiled and snapped her fingers causing her entire right arm to be covered with flames. Everyone flinched and tried to help her, only to realised she wasn't in any pain. If anything, she looked a bit cold.

She snapped her fingers again and it vanished, "your skills are quite rudimentary Mr. Storm, though I'll admit, flight is not a skill easily acquired." She then turned to Sue and snapped her fingers, vanishing for a moment before reappearing again, "and your skills are also easy to replicate...though it has to be said that the telekinetic barriers you can form are not in the same category as invisibility."

" **C-kan you become like me?** " Ben asked.

She turned to him and gave a sad smile, "you poor man," she reached out and touched his skin, "your condition is...much more complex. Unlike your companions, you cannot regulate your abilities, which is a shame," she raised her right hand, the tips of it's fingers glowed gold. And then suddenly, she plugged it into his gut, knocking Bent over.

"Ben!" Reed cried out as he charged forward throwing an enlarged fist at the Ancient One.

"No Reed!" I cried out stepping before her and quickly forming a shield with my magic circle that stopped his fist dead in its tracks.

"Peter, you better get away from her or ese!" Johnny cried out as he went full flames, ready to burn the Ancient One alive.

" **N-no! Wait!** " Ben suddenly said.

"Ben!" Reed cried out rushing to hs friend's side.

Ben slowly stood up and we all gasped at what we saw. Radiating outwards from his gut was an aura of golden energy that chipped away at his stone skin. We watched as slowly the stone seemed to melt off his body, slowly sinking away.

He stood in the same spot and watched along with us as slowly ore and more of his stone skin melted away, revealing a human figure underneath.

"Oh my God, Ben..." Sue gasped.

And then, just as it began, it started to reserve. The golden glow died down as the stone on Ben's body flew right back up ont's Ben's body.

" **W-what?! No! No!** " Ben tried ripping the stones off, but they just didn't fall. And in moments, Ben was restored to his original form, not even a scratch on his rocky body.

Reed turned to the Ancient One and growled, "what happened? Why didn't it work?!"

She sighed sadly, "it's a spell known as the Armour of Gae. It was invented in ancient Greece where a sorcerer would channel dimension energy through their bodies, into the ground and back into themselves. This would create a sort of armour around them, for all intents and purposes, it became a layer of skin."

"What's that have to do with Ben?" Sue asked, her attention fully given to the Ancient One.

"Your friend is doing the very same thing," the Ancient One explained, "he's channeling dimensional energy, producing it from his body and forcing the stone to stick to him. I-I have never seen anything like it."

"Can you fix him?" Reed asked, "you did it before, can't you do it again?"

She sighed, "no….the amount of energy he's making cannot be stopped. I tried dispersing the energy with that strike but...it's far too strong."

Suddenly, I had an idea, "wait...so you're telling me Ben can't control the energy flow in his body, correct?"

She looked curious but nodded, "yes, that is correct."

"Then teach him," I turned to her, "teach him to be a sorcerer, but not one like me or Stange. But someone who can just perform one spell….one spell, perfectly."

She hummed, "your suggesting I teach him magic to control and regulate the dimensional energies in his body?"

I nodded, "yes….can it be done?"

She groaned and closed her eyes. We all waited on baited breath for a response. In the end, she opened her eyes and smiled, "yes….maybe it can."

" **Y-you can cure me?** " Ben asked in shock.

"No Mr. Grimm," she smiled, "you can cure yourself."

 **An hour later:**

Ben went to his room and packed everything he would need. It took him twenty minutes to do so and another twenty to talk too and convince Reed this was something he needed to do. The man didn't like it, but he understood if there was a chance his friend could be normal again, he had to take it.

And now we stood in the lounge hall, each gathered around Ben while the Ancient One stood back, respecting our privacy.

"Did you pack everything you need?" Reed asked.

Ben grinned, " **relax Stretch, I got this.** "

"Right...be safe. And remember, if you need anything just call on that SA of yours and i'll be there immediately."

" **I know, I know,** " Ben;s smile seemed impossible to remove, the guy was just so excited.

"I'm going to miss you big guy," Sue said as she hugged the man around his gut.

" **I'm going to miss you too Sue. Take care of them for me will you?** " Ben smiled sadly.

"I will."

Johnny sighed as he steppe forward next, he looked nervous, sacred even. He looked up at Ben and sighed, "t-take care okay? Don't like, do something stupid."

Ben grinned, " **I promise kid. I won't do something stupid...without you.** "

Johnny grinned, "hell yeah!"

Ben then turned to me and nodded, " **thanks kid. Thi means alot to me you know. A chance to be normal.** "

"Don't thank me just yet Ben," I smiled sadly, "the tough part is yet to come."

" **I'll take your word on that,** " he grumbled before turning to the Ancient One, " **I'm ready ma'am.** "

"Wonderful," she nodded as she walked forward and took out her Slingring. She spun her hands forward creating a spinning disc of sparks that created a gateway directly into the training yard of Kamar-Taj.

" **Goodbye you guys...take care and be safe,** " Ben wished as he followed the Ancient One through the portal, leaning us for who knows how long.

I sighed as the portal collapsed, "damn, today was a long as day."

"Who was she?" Reed asked.

"An immortal," I replied, "no one really knows how old she is. Or even her real name. We just call her the Ancient One...some say she's Celtic, but they aren't really sure."

"Will she be able to help Ben?" Sue asked.

I looked at her and shrugged, "honestly? That part is up to Ben."

"Hey Pete, how exactly did she do that sparky portal thing?" Johnny asked.

I shrugged, "magic I guess."

"What? You don't know?"

"Dude, I'm literally a beginner, there's plenty I don't know!" I sighed, "besides, isn't that good? It would be so sad if I knew everything there is to know about the world. Everything would lose its splendor!"

Sue rolled her eyes, "right...anyway, you guys up for dinner?"

"Can we order take out?" Johnny asked.

"No! We got that last time!"

"But sis!" as the pair of siblings began to fight against each other, I turned to Reed who hadn't' said a thing.

I walked up to him, "hey...he's going to be fine. You know that right?"

Reed nodded, "yes...I do. But...it's just that I wanted to be able to help. But now...I guess no one needs me after all."

My heart grew heavy at that admiton. I didn't want one of my best friends to feel that way, ever. "Reed-"

"-No," he snapped, "just...no….I can't," he walked away, "we'll talk later Peter...goodnight." He then slammed the door to his lab behind him. And in my gut, a lead ball just dropped.

* * *

 **And there we go, in honour of the six infinity stones, six chapters instead of just two, the Infinity War special. Anyway, yes, the FF are breaking apart slowly, it's going to be a longer process, but because of Reed's...significant inferority issues when it comes to Ben's condition he'll begin to see Peter as more of a threat.**

 **Also, no, if you're wondering. Tandy isn't part of the harem. Or rather don't think anything about the harem. Listen you guys, just let the story go where it goes, that's all.**

 **Anyway, see you all in two weeks. Peace.**

 **P.S.: If any of you are feeling charitable I do have a Pa/tr/eon account which you can donate too. Anything is fine.**


	45. Green Fields

Tandy bite her nails again. I rolled my eyes, "you need to relax Tandy," I took her hand in my and squeezed, "it's going to be fine."

She looked at me and narrowed her eyes, "how do you know?"

I smiled and motioned to our blind lawyer who was currently reading a document in braille, "we have the devil's luck on our side."

Matt stopped and turned to me, "does that make me the devil then Peter?"

"You certainly aren't no angel," I smiled back before turning to Tandy and squeezing her hand, "relax. You'll be fine."

"I-I guess...it's just so soon," she replied. And she was right. It was only a week after Matt had taken on the case when we gained a court hearing and in another week we found ourselves here, in court.

"Don't worry so much Ms. Bowen," Matt said, "this case is a slam dunk. This trial is essentially a formality."

"R-right," she said, looking down, her hands shaking in mine.

I squeezed it again, "hey," she looked up, "we're right here with you okay...remember, you're not alone anymore. We both are right here."

Tandy nodded, "yeah..."

"Mr. Osborn! Care to comment on the resent hearing?! Do you think the judge was fair?!"

"Mr. Osborn! Is is true your son is still in the hospital since Christmas morning?!"

"Mr. Osborn! Do you have anything to say to the people who blame you for the creation of the super villain known as Doctor Octopus?!"

I looked up and saw the courtroom to our far left empty out as Norman Osborn himself exited the room surrounded by his bodyguards and lawyers who kept the gaggle of reporters at bay. He looked furious as he marched past us, not even sparing a glance side ways.

"What happened to his case?" I asked Matt.

"He's losing," the Devil of Hell's kitchen replied, "and badly. Everyone's blaming him for the actions of that maniac and the destruction caused during his little experiment."

I sighed, "damn it..."

"Do you know him?" Tandy asked.

I nodded, "his son and I used to be best friends...a long time ago..." I should visit Harry soon...the last time I did was on Christmas.

"What happened to him?" Tady asked.

"He did something stupid," Matt replied, "and in response he lost everything. His company went into the toilet, there are even talks of him losing his company soon."

Immediately all thoughts of Harry was replaced with thoughts of a mad man in green. The Goblin...fuck. All of this...all of it, was because I didn't pay attention. I should have been aware when Otto tried his experiment the second time around. It seems that destiny was set to happen, one way or another.

"Peter? Are you okay?" Tandy asked.

I smiled, "I'm fine. Hey, what's say after this you and I go get some ice cream yeah? I have a really strong craving for some right about now."

Tandy slowly began to smile when suddenly a loud voice run out, "TANDY BOWEN!" Tandy flinched as she immediately recoiled from my touch.

Matt and I turned and approaching us were two figures from the courtroom we weren't expecting to see again.

Tandy's mother and stepfather. The woman looked an awful lot like her daughter, except older and more mature looking with a curvy body. She wore an expensive white dress with a mink fur coat on top and a set of pearl earing and necklaces. However, unlike Tandy's soft nature this woman looked downright cruel, she had her eyes narrowed in disgust at all times.

And the man walking next to her was Tandy's step father, blonde with a close crew cut with a mustache, muscular body and a tight form fitting suit looking very pissed off. He looked like he might have been in the army or something and I'm guessing from the marks I saw on Tandy's body, he also had an anger issue.

"Young lady, what the hell do you think you're doing?!" the man, Philip, asked, "getting a lawyer?! Having the farce of a case to embarrass us! Have you have any idea the embarrassments your mother I and I have had to face?!"

"Mr. and Mrs. Carlisle," Matt responded putting himself between the couple and Tandy and I, "might I remind you since the custody of your child is come into question you can longer approach her with such familiarity. I would advise you leave, before it becomes an issue."

The man narrowed his eyes about to yell when Tandy's mother, Melissa Carlisle, stepped forward, "Mr. Murdock was it?"

Matt nodded, "yes ma'am."

"Mr. Murdock...I understand your firm is not very...well off," the woman reached into her purse and pulled out a checkbook, "my daughter is a fanciful girl, no doubt she has...her own ideas on how we are to her. I assure you, everything she said to you is a lie. I'm sure a man such as yourself can see reason," she wrote down a lot of zeros onto the cheque and tore it off, handing it to Matt.

Tandy looked afraid, afraid Matt would accept it. But I wasn't. Not for one second, Matt snorted, "unfortunately ma'am, I haven't been able to see anything for quite some time," he pushed the cheque back into her hands and turned around, "come, we're leaving, Mr and Mrs. Carlisle, we'll see you in court."

Tandy looked back in fear one more time as we left her mother and step-father behind, fumming in their own hate.

"Relax," I told her, "it'll be fine...you won't ever have to see them again."

 **An hour later:**

Tandy's fear had melted away as we stepped outside the courthouse. She threw her hands into the air, "I'm free!"

The trial had lasted as long as Matt said it would, five minutes. Tandy's mother had gone full out, hired some expensive, 1,000 dollars by the hour money bag all the way from Washington D.C. but Matt still wiped the floor with him.

"It was a pleasure working with you Ms. Bowen," Matt smiled as he extended his walking stick.

"Please, call me Tandy!" Tandy smiled as she immediately pounced on Matt hugging him tightly, "thank you! Thank you! Thank you!"

Matt chuckled, "it's fine. It was really nothing."

Tandy broke off the hug and nodded, "but still..thanks."

"Actually, if you want to thank anyone, it should be Peter," Matt chuckled, "I doubt any of this would happen if it wasn't for him."

"Oh I know," Tandy grinned at me, "but he's already my hero. Now, you're my hero too!"

I rolled my eyes, "so easily excitable. So...what exactly happens now?"

Matt groaned, "well, she'll be put into a foster home until we can find her next of kin."

"My dad's brother Michael Bowen lives in the Upper East side," Tandy replied, "I think he wouldn't mind me staying with him. He always liked me."

"Then why didn't you go to him in the first place?" Matt asked.

"Because he would have made me go back to my mom...he wouldn't have believed me if I told him..." Tandy replied.

I took her hand once more, "hey, I told you didn't I? You don't have to be afraid anymore."

Tandy smiled, and this time, her smile reached all the way to her eyes, "yeah, you were right."

A government worker came and took Tandy away, since she was now officially in the system she couldn't stay with me anymore. I wanted to argue against that, but Tandy refused to hear it. She said she was grateful for all the help I had given her so far, anymore would just be her taking advantage of us.

And just like that, Tandy Bowen drove out of my life. It was...an odd experience to say the least. I honestly don't know why I cared so much, but the way the girl looked at me, her trusting nature. It just made me want to try and make her life better in some way.

And so with that down, I could finally move forward. I was kind of looking forward to having my room back. But right now though, I have something else to do, the Negative Zone awaits.

 **That night:**

I stood before the portal to the Negative Zone, the machine was slowly buzzing. The portal and I were closed off into a smaller air sealed room with Reed, Sue and Johnny standing outside at a terminal looking at the portal readings.

"Everything looks good so far," Sue replied, "the portal is afr more stable than when we went through...how did you two manage that?"

"Peter gave an idea to establish a filtering system into the portal," Reed explained with a sigh, "of course he did."

"Relax Reed," Johnny patted the guy's back, "we're all in this together right?"

The man nodded, "right..."

"Note the time and date of departure," I spoke into the mic as I wore a thermal multifunctional suit similar to what the FF wore when they did their first jump.

"The time is 10:20 pm, the date is January the thirtieth," Reed's voice came in loud and clear, "are you okay in there Peter?"

"Just peachy," I replied. I had volunteered to go on the first mission into the NEgative Zone, because of course I would. Out of everyone in this dimension I was the only one with experience with this stuff, not even Reed could boast the same.

"Right...why exactly are you doing this again?" Johnny asked.

"To go where no man has gone before?" I suggested.

"We all have been in the Negative Zone before Peter," Reed argued.

"Right….then probably for all the gold," I replied with a shrug.

"There's gold in that world?!" Johnny gasped, his eyes sparkling.

"Yeah, why do you think I wanted to stabilize the portal in the first place? I'm working on something mind blowing and I need funding," I replied back as I finished checking the suit's reading and strapped my bag of infinite storage onto my back.

"Peter, if you just needed more funding you could just ask," Sue replied.

"Half a billion dollars," I replied.

"Oh hell no. Good luck."

Reed snorted, "alright Peter, opening the portal now," there was no sound, no loud explosion, one second it was empty, the next there was a portal, "everything looks stable...you can go ahead now."

"Right," I nodded as I walked through and into the Negative Zone yet again. This time, it felt less daunting and more...quiet. Errierly quite.

"I'm heading out now, I'll search for familiar looking lands," I spoke into the mic, "how long can you keep this portal open?"

"Like the Ancient One said, thirty minutes," Reed spoke quickly.

"Right, then no time to lose," I took off, running freely in the slightly lesser gravity. I looked around, I was in a field of green molten magma and the entire field around me was sloping down into a pit that was twenty feet deep.

I took out a fee viles and filled it with the green magma I found along with other forms of sample. No reason not too, this was more than just a resource hunting mission. When I was done I sealed the vilas away in a container box attached to my left thigh.

Now curious I looked down the pit and I was shocked, "what the fuck?" In the bottom of the pit was a hut. An actually, man made hut with a fire pit before it. I couldn't believe it how? Nothing lives here! Nothing! Except...Doom.

I felt a spark of anger, this was where he lived when we trapped him inside the Negative Zone. He was supposed to fucking die, but no. He lived.

"Peter? Are you okay?" Sue asked.

"I'm fine," I leaped down, "I just found where Doom was staying during his little trip in the NEgative Zone." I landed before the hut, I walked inside, the walls were carved with mathematical equations, all about how to get out of this place by building a dimensional portal.

"What?! Doom build something out there?!" Johnny asked in disbelief.

He nodded, "yeah...he had to stay somewhere," I grunted as I took out a camera phone and began taking pictures of the calculations, who knows, maybe he actually found something.

And just then, I saw it, sanskrit writing on a stone tablet. Curiously, and cautiously, I picked up the tablet. It was three solid inches of rock and carved into it were sanskrit words...spells...he taught himself magic.

Doom really was a genius unlike any other. I taught himself to manipulate the dimensional energy around him, he taught himself to cast spells. I have a long way to go, I know, but he was a worthy enemy.

I put the tablets into my bag and walked out of the hut, I honestly didn't have any use for this place. I looked around some more, found more carvings on the walls of the pit. After documention them as well I climbed out of the pit and continued walking around.

It took me ten minutes to find a familiar landscape a large plain, something I had seen before. I approached the field and bent down, touching the surface. I drew a fist back and launched it down.

Crack!

The rocks split apart. I pulled the chunks out and saw a glittering shine underneath. I grinned, I carefully I took off my gloves, exposing my skin to the air of the Negative Zone. There wasn't anything too harmful, nothing I can't heal from anyway, so there wasn't any immediate danger. So I lowered my hand and touched the metal in the ground, closing my eyes and focusing.

I felt it all. It was...it went so deep into the ground I was shocked by how massive it was. I reached down and I pulled, slowly a large chunk of metal came out in the shape of an oval around my height.

BAMN!

I landed on the ground with a thud, it was like a thick rolled up cigaret the ground spat out. I was amazed, it was huge, and it glittered, maybe it was gold, maybe it was something else..."Peter! You have to get to the portal! You have five minutes remaining! Hurry!" Sue's voice cried out in my ear.

I sighed, "right," I put on my glove and grabbed the pillar of metal and lifted it up with one arm, thank you spider strength. I held my bag on infinite storage open with one hand and slide the pillar of mental inside. Once that was done I ran, heading off in the direction of the portal.

I reached with a minute to spare. The moment I crossed over Reed and the other's shut down the portal and came running inside.

"Are you okay? Did anything happen?" Sue asked quickly.

"I'm fine," I replied. I turned and saw Reed use monitoring systems over my body, tracking any forms of foreign objects I might have brought in with me. "Well?" I asked, "am I clean?"

Reed nodded, "there doesn't seem to be anything too harmful on your body. You do have some trace amounts of radiation on you but, it should disintegrate in a few seconds."

"Right," I took out the samples I collected and handed it over, "here, the first batch of samples. Go nuts."

Reed grinned like a mad man as he accepted them, "don't worry, I will."

"Sis, Reed's starting to scare me a bit," Johnny whispered.

Sue chuckled, "yeah, don't worry, I'll protect you," she then turned to me, "did you get what you needed?"

I nodded, "you bet I did."

After the radiation died off I was released from the sealed room. I headed right into my lab with Johnny and Sue, Reed had chosen to stay back in his lab to analyse the green magma and the other samples I had found.

I immediately opened my bag of infinite storage and removed the giant slab of rock a metal, placing it on my examination table in the middle of my room.

"Woah," Johnny whispered looking at the rock, "it….it kind of looks like a giant rock turd."

I blinked and looked back, "damnit! Why didn't I think of that?!"

"Maybe because you're starting to mature?" Sue suggested with a roll of her eyes.

"Yeah….neah," I shrugged, "now then, let's cut this rock turd open shall we?!"

Sue sighed, "I work with children."

Johny grabbed a hammer and chisel, Sue took a drill and I released a single stinger in each hand. What? I have the most indestructible metal in the universe attached to my hands, and I'm not supposed to make use of it?

Johnny began at the bottom while Sue and I took the top. I cut off pieces of metal and rock while she drilled into them, making smaller pieces in order to inspect it closer.

I was just about to begin cutting into the middle area where it glittered like gold, when Sue called out, "you both have got to see this."

We stopped and were immediately at her side. Before her was a cracked open ball of rock, inside of which contained a chunk of shining transparent rock. A solid chunk of diamond, natural and bigger than my finger.

"Yeah. We're rich," Johnny grinned.

A week quickly went by. I had returned to the Negative zones every day, meaning Reed had more samples to analyze and Sue, Johnny and I had more precious minerals to mine out and sell.

Sue had gotten in contact with a few traders of precious items who agreed to get us very good deals. However gold and diamonds weren't the only things we dealt with. We also found platinum and silver, though the former was rare and the latter was sol at a cheaper rate.

All the gold we found, I used my powers to resize it and form into gold bars. All The diamonds we found my claws helped in cutting them down into tiny pieces, since we didn't want people getting curious as to how we managed to get them in the first place.

So far we gained a total of 80 million dollars, half of which Sue alloted for the Baxter foundation funds and the other half I kept for my own project. It was a long way to go from here to half a billion dollars I need, but where there is a will, there's a way.

And on Monday of the new week I found myself back in my own personal hell hole, Midtown high. Liz and MJ were chatting up a storm again, I just drowned them out, but then I began to hear whispers.

"Check out the new girl."

"Who the hell is she?" a squeaky voice asked.

"Oh my God," Liz gasped, "Tandy?!"

That got my attention. I looked out of my locker and blinked. Sure enough, there she was, Tandy Bowen...didn't I just say I wouldn't ever see her again?

"Tandy?" I asked surprised, "w-what are you doing here?"

The girl smiled at me, "well, I talked to my uncle, he agreed that since I already had friends here, Midtown high would probably be the best place for me now."

"What?! Oh my God this is perfect!" Liz cried out as she and MJ immediately grabbed Tandy and dragged her around the school. The girl gave quicky responses, but before she left, she turned around and gave me a wink.

I snorted, "looks like thing are going to get interesting again."

 **That night:**

I stood on a rooftop overlooking the alley below. It was the back exit of the last hideout of the Street Rats. There were two teenagers outside, I narrowed my eyes and listened to them both.

"Man, I hate this," the first one spoke, "fuckers don't respect us at all, or else we would be int here with them boozing it up!"

The second one shrugged, "it is what it is."

"Man you're spineless! If you don't bloody man up they're going to keep fucking rolling all over you!"

"I don't care," the second replied, "I don't care about the damn respect, I just need the cash."

"Why are you so desperate for some dough?"

The second one was silent for a while before he replied in barely a whisper, "my mama...she's sick."

I felt bad for what I'm about to do...but it had to be done. "Sexy, turn on the first alarm inside," I whispered as immediately the alarm inside the hideout blared out loud. The people were probably scrambling to leave and soon would discover that the front was blocked. I had snuck around and covered the entrance with my concrete webbing.

They would then all slowly realise they had to go through the back, meaning they would be coming outside in three….two….one...now.

The back door opened as the members of the Street Rats gang came pouring out. There was a lot of commotion and confusion, perfect. I took out five spider shurikens and threw them forward, destroying all light posts in the alley.

"What the hell?!"

I jumped down into the crowd and began to throw people into walls, knocking them out with light tap and punches, which to a normal person felt like they were being hit by a crowbar.

They slowly went down, one by one. "Someone get a light!" a large man yelled as he drew his gun.

Thwip!

I grabbed the gun with a web line and threw it over my shoulder before launching myself forward and kicking his gut sending him flying into three other thugs and into a heap of trash.

"I got it!" someone finally got out their phone's torchlight feature and held it up, looking around frantically, but I had already jumped behind him.

"Yahoo!" I cried out gaining the gangster's attention. He turned around and leveled his gun at me. But it was too late as I socked him across the jaw, throwing him across the alley into a heap of his fellow gangsters.

I looked around, the entire alley was filed with the groaning bodies of the Street Rats. Five minutes, 40 people. Not bad if I do say so myself. While Matt and I did take down a significant portion of them, the top players were still active. Until now that is.

I quickly webbed them up and took off, calling the cops. Ten minutes later five police cars pulled up and began loading the criminals in one by one. I watched it all from the roof top across the street. Hopefully now the drugs these monsters were peddling would slow down.

I sighed as I looked at the city. There's been so much going on in my life, so much shit. Magic, alternate dimensions, Sinister Six, saving the president from a fae terrorist group and then the whole drama with Tandy.

Honestly, I haven't had much time to patrol the streets for crime as Spider-man, there's always something else going on. But now I suppose I'm finally free from all that and I can focus on the issue of New York safety.

Now the thing I have to wonder is, why does crime even exist in this city? It's an honest question. After aliens attacking, portals to other worlds and so much shit, how the hell are the criminals still so adamant that they are the worst things happening in this place?

That kid talking about his sick mother...it really got to me, but it wasn't a reason to justify feeding poison to other people, no matter how sympathetic the cause was.

But now, thanks to that kid, I think I finally figured it out. The reason crime was still rampant, was because there was a need not being fulfilled by the people.

The Mafia was formed in Italy because the people weren't being protected by the government, so they had to protect themselves. The same with this city, people felt insecure, left out, lost...I suppose that's why after the world found out aliens exist crime didn't slow down but rather increased.

If I was a narcissist like Otto Octavius was during his reign as the Superior Spider-man, I would believe crime could be stopped by beating everyone in sight to a bloody pulp and use drones to monitor the city, going full on Big Brother.

But no, that's not the way this world works. You would only be treating the symptom, not the disease. It would be a temporary measure at best. And at worst the people will grow to hate you and claim you're acting like a dictator. Which ws what happened to the so called Superior Spider-man.

So what was the symptom? Well, it could be anything, from a lack of public funding to poverty to security to...well, anything. It could allow a street urchin to raise to the ranks of a mobster. But….how did they stay in those ranks?

There was only one answer, politicians. I know that might sound like a silly conclusion, but if one thinks about it it makes sense.

Nick Daves, the man Felicia an I caught on tape helping a criminal, he was corrupt and everyone knew it. He helped crime grow and he stole from the homeless fund. How much more are there like him?

If it was the heads of the government at fault...then maybe it was time to change them. I had an idea. Don't go after the criminals, go after the the ones who allow them to survive. And then, when the corrupt are all gone, the criminals will have no one to turn too.

But, if I'm going to go after all these people...I have realise I will become a pariah. They will stop praising Spider-man, most acknowledge In this city's hero, if they don't like me then they would just say, 'no comment', because they know the people would eat them alive if they insulted their hero.

But, if I do go after the politicians, then well...I'll be a criminal...fuck it. I didn't do this to be appreciated, though it is something I would like. I'm a criminal, so be it. It's time to start making some actual change around here.

Starting with finding out who the players are in this town. But to do that I would have to spy on them….damn it, I'm going to have to spend a lot of time following stupid people around instead of fighting crime. God damn it!

 **A few days later:**

I groaned as I slammed my head on the lunch table in the cafeteria, "I hate this."

"What are you complaining about?" MJ glared as she looked through a handful of notes, "you probably already know all of this stuff. You're Not the one who's probably going to have to repeat this next year!"

I sighed, "yeah, I know...it's just that it's still a pain," I sighed as I looked at the textbook for our mathematics class, AP for me, normal for them. But either way, we both had a very important exam today.

"Hey Parker, what's this?" Flash asked as he slid his notes forward pointing at something.

I raised an eyebrow and looked ahead seeing the symbol, "it's an 'i'."

"I know that! What does it mean?!"

"It means the number is imaginary," I sighed at his confused look. I then began to explain further, teaching Flash everything he would need to pass. And then when he was satisfied, Mark came over with a few questions of his own.

I spent the most of lunch teaching the rest of them, though I didn't really mind. Like MJ said, I was probably going to pass anyway.

"So Peter," Tandy asked sounding nervous, "a-are you doing something this weekend?"

I raised an eyebrow, technically I was, but I didn't think spying on the District Attorney and her office counted. "Hm, I might have some work at the Baxter Foundation, we are working on something incredible. Why do you ask?"

Tandy looked down, "n-no, reason, forget it." I narrowed my eyes, I smelt her pheromones and found...disappointment? Anger at herself? And...lust? Oh…

I turned to MJ and raised an eyebrow, she in turn rolled her eyes and took out a pen, scribbling down something in her book, 'she's into you. She wants to ask you out for Valentine's day.'

My eyes winded, I quickly wrote down as well, 'Valentine's day?! When?!'

MJ groaned, 'a week from Sunday. You're working too hard. As Peter and Spider,' and then she quickly scratched off the Spider part, good girl.

I sighed, 'yeah well, I don't have a choice. Very important work coming up.'

MJ glared, 'Like what?'

'Secret,' I smiled at her as she groaned again. I was about to speak again when suddenly, I felt my spidey senses go off. Hard. It was jarring, almost painful. I felt my claws start to come out as I shaved my hands underneath the table, I felt my heart beat increase, something was something was very very-

"Hey you guys, what's up?" I turned and there standing behind me was one Harry Osborn, giving out a carefree smile. Suddenly, my spider sense was killed off...I...I didn't understand.

"H-Harry?" I asked.

The guy smiled, "hey Pete. Long time no see."

I didn't know what to say. But Flash did, "Harry! You're back!"

Immediately everyone, except Tandy and I, stood up and rushed the guy, surrounding him. Soon more and more people surrounded the guy, chatting up a storm as he smiled and nodded to them all.

I couldn't believe it and more importantly...why did Harry trigger my spider sense?

"Peter? Who is that?" Tandy asked.

"A-a friend," I replied as I got up cautiously and walked over. Harry noticed this and immediately asked the people around him to move aside, allowing me to approach him. "Hey Harry...you're back."

Harry smiled, "I am...and," he reached around and took out a box wrapped in red with a green ribbon on it, "sorry it's a little late."

I blinked, "what are you talking about?"

"You're christmas present," Harry smiled as he tossed the box at me, I caught it quickly, "you already gave me mine, I figured it was better late than never."

I blinked, I looked down and slowly removed the packaging revealing a box edition of the first season of 'the Universe' a science show that the original Peter Parker loved. And what's more it was signed by Neil Degrasse Tyson.

I looked at him, he smirked, "come on, you're the only one in the world who would give me Mask of Zorro for christmas.I figured it was only fair...seeing that it was the only gift I got this year."

I looked at his face, he was...he was healthy, more than healthy in fact. He looked great, like he was ready to go to the Olympics and win everything. He looked taller, stronger, fuller….something was wrong.

"Harry...how are you standing?" I asked, "last time I visited...you-"

"-Were in a coma, I know," Harry grinned and shrugged, "but I got better. Thanks Pete...for visiting."

"You here that?! Harry's back!" Flash cheered, throwing his arm around Harry, "come on man! YOu got to tell us everything!"

We all sat down, now more people were surrounding our table as Harry told us about how he woke up a week ago and had to go through intense physical therapy to get back to walking. How his dad had him transferred to a place in Switzerland and quickly recovered enough to get back here.

And while he said all this, my brain was spinning. Harry can't have improved so much in so little time. Maybe I could, but I had….super powers...an Osborn getting sick, a mysteriou recovery period, a powerful new body and add to that the desperation Norman must have felt in trying to save his son...oh my God.

Norman Osborn must have injected Harry with the Green Goblin formula to make him strong again and to speed up his recovery. That's why my spider sense went off, because...Harry's going to be the next Green Goblin.

"Peter?" Harry suddenly asked, "are you alright? You look like you've seen a ghost."

I blinked, "I ah...no, I'm fine. Glad you're back Harry."

Harry grinned, "me too," he then turned to my side, his eyes landing on Tandy, "oh, and who's this cutie? I haven't seen you before. What's your name?"

"T-Tandy," she replied, nervous, but giving out a great smile.

Harry nodded, "nice to meet you Tandy, I'm Harry. Are you new here?"

"Y-yes, I am."

"Well that's great! This is the best school in the world! Especially with people like Peter with you," he turned to me and wincked. I felt fear, but not for me. For Tandy. Harry had his eyes on her...this was bad.

School got over fast. I went to my locker to take out my stuff and bolt, but before I could MJ, Liz and Tandy cut me off.

"Hey Peter, the guys and us were planning on throwing Harry a party at the cafe down the street, you coming?" MJ asked.

I blinked, "ah...no, I...I have something to do."

"What?" Liz asked, "what can be so important that you can't even stay and celebrate a friend coming out from the hospital?"

"Something important," I replied harshly, slamming the locker shut, "call me if something goes wrong."

I walked away, though my advanced hearing picked up on them talking. "What's wrong with Peter?" innocent Tandy asked.

"Who knows," Liz snorted, "come on girl, let's go and get the guys, maybe on the way we can work on you growing the balls to ask Peter out."

"L-Liz!"

Ah, so she did have a crush on me. Wonderful.

I left quickly, sneaking into an alley and putting on my costume. I then swung away, heading straight to Oscorp, the giant tower located in the distance where the cutting edge in medical science was being developed.

I snuck in through the vents, crawling through them with the blueprints Sexy managed to download by hacking into City Hall. I quickly found the central secure server room and kicked in the vent, jumping down.

I quickly went to the servers and plugged Sexy into the system, "find out everything you can about a serum to improve one's body, something similar to the super soldier serum if you can. Look for the key words Green and Goblin."

" _You got it Spider,_ " Sexy replied as she began to search. After a moment she replied, " _I have one result. It isn't much though, only a single file remains, the rest has been wiped clean from the servers, I can't even find a backtrace on the IP that did it._ "

"Display the files," I ordered as I helped up my SA and looked at the files opening up on it. I swiped through it, reading as quickly as I could. This was just a basic report on how the project was being shelved after no results in five years of experimentation. And the code word they used was 'Green Fields'.

There was no doubt in my mind, this was the Green Goblin serum, meaning...damn it Norman, I can't believe you grew this desperate!

I needed to stop Harry, now, he was basically a ticking time bomb! I downloaded the file and unplugged Sexy. I went out the same way I got in and I swung out into the city, heading straight for the cafe they were in.

I landed on the roof and quickly changed out of costume. I then jumped down into the alley and walked inside, finding my friends huddled near the back chatting animatedly.

"Peter?" Tandy noticed me first.

"Hey, look who finally showed up!" Harry chuckled.

"Peter? What are you doing here? Didn't you have something to do?" MJ asked confused.

I looked at them and realised….what would I say? What...would I really say? Harry Osborn is going to become a maniac and kill us all? No...I had no proof. But...I could at least keep an eye on him.

I smiled, "I decided this was more important," I sat down next to Tandy, my arm going over the couch in a protective manner while the other was hidden underneath the table.

Harry just smiled and clapped his hands, "alright! Now this is a party! So, Tandy, how did you get into our little group?"

While Tandy, Liz and MJ told the story, I had my eyes set on Harry. He won't hurt my friends, not now, not ever.

 **That night:**

After the little get together at the coffee we all went our separate ways. Flash insisted they go out clubbing, but Harry refused, saying he still was recovering. Which immediately struck a chord with me, Harry Osborn refusing to party? Now I've seen everything.

Obviously I followed him back from the rooftops as Spider-man. I watched as he travelled to his penthouse, and from the roof of a building across the road I spied through his window.

I watched as Harry walked inside his home and travel Westward. Swung over and ducked behind a AC regulator and watched as he entered his father's study where the man was waiting for him.

I grumbled, they were too far for even my hearing. I would have to get close. I swung over and landed on the wall underneath the window to their office. I then extended my senses and could hear them, through their voice was muffled.

"-They were happy to see me-Peter-confused. Do you-I need more," Harry spoke.

"Right here son. Make sure you-timely manner-recovery is still ongoing," Norman replied.

I looked up and peaked through the window and there, Osborn was handing Harry a vial of green liquid. If there was any doubt on my mind, it vanished when Harry popped the vial open and drained it all in one gulp.

* * *

 **Hm, I wonder what I'm going to do with Harry Osborn. Guess you'll just have to read and find out.**

 **And yes, the Negative Zone is active now, though I'm not really going to go too indetail with it. That's for another time.**


	46. Magnets and Flyers

I finished the drone and stepped away form the table. It was black with blue highlights and a single repulsor in its bottom. It was around the size of my plam and very difficult to spot, unless you were looking for it.

In its core was a miniature arc reactor with Parker blood enhanced systems allowing to go indefinitely without a need for charge. The entire top of its body was layered with several small cameras, recording everything happening around and over it.

"Alright Sexy, start it up," I spoke allowed.

" _Yes Peter,_ " the AI replied, activating the drone. The repulsor engine slowly kicked in allowing it raise into the air and hover. It wobbled in place for a while before it's onboard computer systems calibrated it, making it steady.

"Alright, begin scanning of room and find the optimal location for recording," I ordered as the drone took off, going to one corner of my land and turning around, using a vacuum seal on its base to lock itself onto the flat wall.

" _The feed is coming nicely Peter,_ " Sexy replied as I saw the recording on my monitor. Everything was clear, my entire lab was captured by the drone.

I nodded, "good. Now then," I reached into a drawer and took out a mask that was of the comic book version of green goblin. I held it over my face and immediately the alarms in my monitor went off.

" _The computer is sending an alert Peter, it's able to successfully recognize the preceness of the target. It's a success sir,_ " Sexy replied sounding happy.

I nodded, throwing the mask away, "adjust the parameters, add a few more facial descriptions like glider, pumpkin bombs and mad laughter...also...make sure the nano trackers I placed in Harry's drinks is active."

" _Doing it now sir,_ " Sexy replied. I had spiked his drink yesterday at school, he didn't even notice. I looked at the monitor and sure enough there it was, the nanobots inside his body gave out a particular signal that only I knew to track, and using that this drone would track and follow Harry's whereabouts, even if I wasn't there directly.

I realised that I can't actually follow him 24/7, just waiting for him to change, I had too much work for that. So I broke my rule of no drones and built on, just one. It would track Harry, only Harry, and if it sees anything even relating to the Green Goblin, I would know about it immediately.

After that was done I left my lab and sighed, cracking my neck. It was an early Saturday morning and I had been working on this all night. I went into the lounge and was surprised to find Johnny and Sue wide awake.

"Hey you two," I greeted them, "what's up? Why are you up so early? The sun's barely up."

"It's...it's our dad's death anniversary," Johnny said as he sipped his cup of coffee.

I paused, "oh...I see. You two are going to visit him?"

Sue nodded, "yeah..it's time...anyway, Peter, here," she sent a message that appeared on my SA immediately. I looked at it and found the paperwork for a bank transfer for around 20 million dollars, "that's the last transaction for this weeks entire Negative Zone resource auction. How much more do you need?"

I nodded as I opened the bank account I had set up just for this purpose, and sure enough there it was, 320 million dollars. I sighed, "it's getting there."

Sue grumbled, "sorry...if you want you can use the funding we have. I'm sure combined-"

"-No," I cut her off, "it's fine. Just a few more weeks and I'll be able to do this. It's fine."

"You know, you never did tell us what that was for," Johnny spoke up.

I grinned, "secret."

The Storm siblings left the building soon after, and the moment they did I got a call. I looked at the number, it was Jean. Curious I picked it up, "hey Birdie, what's up?"

"Spider..." her voice sounded tired. Immediately I was on alert, she didn't call me Peter, she called me Spider.

"What's wrong? Where are you?"

"I'm fine...but...can you come over to the mansion? We need to talk."

"Give me half an hour," I cut the call, "Sexy, have the car ready," I rushed into my lab where my costume was in it's back pack form. I turned it on and stripped off my coat and clothes. I put the clothes on and slammed the arc reactor, turning ti on and causing the costume to shrink onto my body.

I put on my web gauntlets and jumped out the window, just as my car began to float up to my window. I got into the driver's seat and punched it, taking off.

I flew over the land, going as fast I could to the Xavier mansion. I reached in twenty minutes, I didn't even bother waiting for it to land. As it came over the mansion I just jumped down and then crawled in through an open window.

I ran out and looked around, "Jean? Jean!" I couldn't find them anywhere. I clicked my teeth in worry, I looked around, finally giving up I decided to head down into the basement, where the real tech was. And sure enough, I found the door to the right wide open, leading to an underground hangar.

I ran in, the X-men were there in full costume and a beaten and damaged plane in the hangar before them.

"Jean!" I cried out, she was bleeding from the head, a bandage wrapped around her skull.

"Pe-Spider," Jean smiled as I ran over and hugged her.

I looked around, everyone was hurt in some way, Logan's clothes were ripped away, Storm's right arm was in a sling. Kurt looked even bluer, Rouge had a deep cut on her left arm, she sat in one corner with Scott, the costume around his gut torn off to reveal a damage there as well.

Kathy looked unharmed, though defeated. Evans wasn't here and Xavier had both his arms covered with bandages.

"What happened?" I asked.

Logan growled, "Magneto."

"He got out?" I asked in horror, "damn it!"

"Did you know this would happen?" Scott asked quietly.

"No, I had hoped SHIELD was smart enough too..." I clicked my teeth and I turned to Jean and touched her bleeding head, "are you okay?"

Jean nodded, "I'm fine."

"All the fault cannot rest with SHIELD Spider," Xavier sighed, "Erik had allies outside who helped him break free."

"Who?" I asked, knowing the answer.

"The Brotherhood of Mutants," Kurt said, "they're like an evil version of us."

"They're also incredibly powerful," Rouge whispered.

"They broke into the facility where SHIELD had Erik restrained and broke him free," Xavier continued, "we tried to stop him...it did not go well."

I looked around, "where is Evan?"

Storm looked away in sadness, Logan put a comforting hand on her shoulder and spoke, "he got the worst of it. Magneto tried to kill us all. That's how most of us worked. He and his cronies then floated away, Storm gave chase but-"

"-I shouldn't have done something so foolish," she spat, "it's because of me that he's hurt."

"Hey now, you listen to me girly," Logan hissed, "the only person who is to blame is that speedster, no one else. Evans just wanted to protect his aunt...you cannot blame yourself for the actions of others."

Speedster...Quicksilver? Hm, what about Wanda? Whatever, there's no time for that, "Sexy, call Fury."

"What did you call me?" Jean asked confused.

I chuckled, "sorry, I got a new AI system since we last really talked. Not that I don't think you're sexy too Birdie," I ended with a wink making Jean blush.

"Wait a minute," Kathy spoke up, "Birdie...argh! Peter?! Is that you?!"

I stiffened, "ah...no," just then, the call went through and Fury was on the other line.

"Remind me to get you the number of my assistant," he grunted.

"Is your assistant the leader of SHIELD?" I snorted.

"Sigh, what do you want kid?"

"Magento, he's escaped."

Fury was silent for a moment before he spoke, "yeah, he did. And your X-men buddies were there as well."

"Were they trying to stop him or help him?" I asked, testing him.

"Stopping him."

"Then next time don't make it seem so jaded," I hissed, "do you have a track on him?"

"We're kind of busy at the moment," Fury hissed, "there are reports coming of the laws of physics taking a vacation. So we're kind of having our hands full right now."

I growled, "fine. Thanks Fury," I cut the call and turned to the X-men. I tightened my hold around Jean and sighed, "I'm glad you called...but why?"

"Because he's coming after you next," Jean replied, "and he said he's going to do it immediately. If you stayed in NY..."

"He would destroy the city coming after me. B-but then that would make this his next target!" I realised.

"Yeah," Logan grinned in feral rage, "we're counting on that."

"We aren't just going to let Magneto get away with hurt Evans the way he did," Scott growled, "we owe him."

"But if he's coming here then Evans himself is in danger!" I cried out.

"Kurt has already transported Evans to a colleague of mine who is well versed in mutant physiology," Xavier mention, "it will just be us and them."

"Spider," Jean spoke, I turned to her, looking into those perfect green eyes, "will you fight with us?"

I sighed, "always Jean...but you all look pretty banged up."

"We'll heal," Rouge hissed, a steel in her eyes I hadn't seen before, "he almost killed Evans. And I...I couldn't do anything by just stand and watch."

I groaned, "oh God, you're all crazy."

"Look who's talking," Jean huffed, "if you had your way you would have fought Magneto all on your own. Again."

I shrugged, "probably."

"Wait, he fought Magneto?" Kurt asked in shock.

"Who do you think put him in the cell in the first place?" Charles asked with an amused smile.

"Wait!" Kathy cried out, "stop talking for one second!" We all turned to the girl who huffed, her face red, she pointed a finger at me, "are you Peter Parker or not?!"

I sighed, "damn, I hoped you would forget about that," I reached up and unlatched my helmet, revealing my face to all of them, "hey all. Nice to meet you."

"YA!" Kathy cried out in excitement, while Rouge, Kurt and Scott had their jaws dropped.

"About time they figured it out," Logan huffed, even Ororo had a small smile on her face.

I turned to Jean, "they really didn't know huh?"

Jean chuckled, "Rouge actually thought I was two timing on you with another guy."

"How?!" Scott cried out.

I shrugged, "man made mutation. It's complicated."

"Well explain!" Kurt cried out.

I groand, "eh, but I don't want too. Look, if you're serious about goading Magento here, then we need to get ready. I don't know about you, but if I have an advantage over my enemy, I'm taking it. Jean, come with me, I need your help building something that can be useful. Logan, I want you to come as well, we need to work on you as well."

"What do you need me for?" Logan asked.

"You're made out of metal, Magneto can twitch a finger and destroy you," I rolled my eyes, "time to so something about that."

The X-men followed me as I went into their lab and took over. I had Sexy installed into their system and took inventory of everything they had on hand to get an idea of what I could make.

"Alright then," I placed my helmet aside and turned to the gathered X-men, "who does Magneto have on his side?"

"A speedster," Ororo glared.

"How fast?" I asked.

"Faster than the human eye," Xavier replied.

I sighed, "really descriptive there professor...fine, who else?"

"A mutant who calls himself Toad," Scott signed, "lounge tongue, can jump great distances and can...sigh, can spit out some green junk like substance."

"Lance, I mean, Avalanche," Kathy blushed as she corrected herself, "he ah, he can cause Earthquakes."

"Blob," Jean supplied, "he's...fat. I mean, really fat. Super strength too."

"And then there's Mystique," Logan growled, "she's a shapeshifter."

I raised an eyebrow, "so you guys lost to a human toad, a shapeshifter, a fat guy, a speedster and a guy who can make Earthquakes?"

Jean nodded, "yes."

"...I don't want to sound rude, but my enemies are way cooler," I shurted.

"You have a guy that dresses up like a bird!" Kathy cried out.

"You have a guy who's mutation is just being fat," I snorted, "are you even sure he's a mutant in the first place?"

"Peter," Jean glared, "you're enemies call themselves the Sinister Six."

"..Okyay, I'll give you that," I sighed, "anyway. First thing's first, Toad and Blob are useless. Completely. Kurt, you take Toad, stay on him, he jumps away, you teleport. And you use this to hold him down," I reached into my utility belt and tossed him a couple of freeze pellets.

"What are these?" Kurt asked looking at them like they were tiny marble.

"They are bombs filled with a freezing agent that will freeze anything over for an hour. Use it to tie his legs up."

Kurt looked nervous holding them, "is it safe for me to hold them?"

"They aren't active yet," I told him, "you need to squeeze the top and bottom to activate them."

"R-right," Kurt nodded as he put him away.

"Scott," I turned to the Cyclops, "just blast Blob away. He's a big target right?" Scott nodded, "then blast him into the sky."

"Right," Scott nodded. Wait what? Scott Summers obeying without making an issue? Hm, times are changing.

"For Avalanche I would suggest Jean and the professor go after him. Knock him out psychically."

"Can't," Jean shook her head, "he has a helmet similar to Magneto's, blocks our powers."

"Hm...Kathy, think you can take it off him?" I asked the girl, "you should be able to phase through anything he throws at you, yeah?"

Kathy looked unsure but nodded, "yeah."

"Right. And now for the speedster," I hummed, "I honestly don't have a plan for him..he's...he's tricky to say the least. But, anyone that fast can't be...won't be looking around. They would have tunnel vision, they would need to focus to run without hitting into something. So...misdirection."

"And how are you going to do that?" Logan asked.

In response I grinned, "do you guys have any security on the campus? Also, where is the nearest horse range?"

 **Three hours later:**

Floating high above the sky of the Xavier mansion was a man dressed in red and black with a similarly hued mask and a purple cape. Floating right behind him were five individuals that stood on top of a metal plate.

"Are you sure he's here?" Magneto asked his right hand woman.

Mystique nodded, "my source in town claimed they saw a car come flying towards the mansion. It matched the description of the vehicle the Spider uses in New York."

"I see...good," he lowered down slowly and as to confirm Mystique's report, there was a figure dressed in red and black standing at the entrance of the mansion, leaning casually on the door frame.

I was nervous, more so when I spotted Magneto land on the lawn before the mansion. I got off the frame and walked forward, "hello Erik. It's been a while. How's the face?"

I couldn't see much under his mask, but I knew I gotta him from the narrowed eyes. "Spider," he began slowly, "I have waited a long time to do this."

"Yeah?" I rolled my shoulders, "well so have I. Now!" Suddenly a large machine gun popped out of the front lawn and fired at the Brotherhood.

"I got this," cried out Quicksilver, judging by his silver and green costume and silver hair. He was young, around my age, cocky smile. He vanished in a blue blur as he immediately caught all the bullet that were coming at them.

He then stopped before me with a grin and in his arms were a steaming pile of bullets that he dropped at me feet with a mocking bow, "I'm sorry, were these yours?"

"Pietro, come back," Magneto called out.

Quicksilver clicked his teeth but obeyed, vanishing and reappearing behind magento.

The man nodded before turning to me, "my son. A powerful mutant...strong enough to kill you, if I so wish it, you would be dead before you knew it. It is only my kindness that spared you Spider, know that."

I looked around, "I see...but why?"

"Because I need you to be alive for when I show you humanity's true face," Magneto replied, "you told me man wasn't good or bad, but a product of their choice. That I was the ultimate evil for creating a divide between man and mutants. Well, I will show you otherwise."

"Oh? And how are you going to do that?" I asked the man.

"Don't worry, you will find out soon enough," he snapped his fingers, "Pietro, grab him." He waited, but nothing. No blue blur, nothing. He growled and turned around, "Pietro! What is wrong with-what!?"

Quicksilver held his hands out and looked at them in horror. The tips of his fingers were dyed blue. He was shaking, and then suddenly, he dropped down, landing flat on his face.

"Shit! Pietro!" Toad, I assume from the face and constant squatting down, cried out, running to his friend's side and holding him up.

"What did you do to my son?!" Magneto cried out.

I kicked the bullets Quicksilver dropped at my feet, the bullets rolled down the stairs, clicking with each step. "You know the problem with speedsters? They travel so fast, anything they hold will just slip right out of their grasp. Think about it, gloves don't have much traction, well, unless you're me."

Magneto turned around, he looked at his son's arm and realised I was right, Pietro did use fingerless gloves, it helped him grab things easily. And each finger tip was dyed blue.

"Horse tranquilizer," I explained, "strong enough to take down a horse. But I figured I would need more for your son. So I added a mild acidic substance to melt just the surface skin to infect his bloodstream and coated the bullets with it. It was predictable really, a speedster tends to want to prove they're faster than a speeding bullet."

And there it was, a hint of fear in Magneto's eyes. Yes, I knew my plans had flaws. But I took a gamble, and I won.

"X-men!" I cried out leaping into the air, "attack!"

"ARGH!" Logan pouced out of a bush, rushing straight at Magneto.

The man held out a hand to stop him, but to his shock Logan didn't. Erik was forced to fly away as Logan landed before him.

Just then Kathy arose from the ground and holding onto her for dear life were Jean, Scott and Rouge.

They moved, Avalanche cried out, immediately the ground began to shake. But just as planned Kathy phased through the ground and the rocks. She reached him in seconds, grabbed his helmet and pulled it off.

"Sleep _!_ " Jean cried out and immediately Avalanche dropped down like a sack of potatoes. She then turned to Blob, who had ripped a tree from the ground and was about to throw it at her. Scott sent out a beam of energy and blast Blob away, sending him crashing into the mansion.

"Damn this! I'm outta here!" Toad tried to run, but Kurt teleported behind him and threw the pills at the mutant.

"What's this?!" Toad spat out his disgusting green slime, but the moment it touches the pills, they exploded creating a block of ice that came crashing down on top of Toad. One pellet managed to hit his legs, freeze them both in place.

I was focused on fighting Magneto, I saw Mystique transform into a bird, a Raven and fly away. But then Ororo came flying over the mansion, her eyes white.

Kakoom!

Yea that birds' not going anywhere.

"What happened to your bones Logan?!" Magneto asked as he flew away, Logan and I managed to hit his left leg, breaking it. Obviously he decided not to risk anymore and floated into the air.

"What's wrong? Can't control them anymore?" Logan grinned.

Magneto narrowed his eyes at me, "you...what did you do Spider?!"

I grinned, "that's for me to know and you to never find out," I shot a web line at him, catching his arm. I then pulled and Magneto came flying down for a second before he took off into the sky, flying high up, taking me along with him.

He then flicked his hands as the machine gun that was used for security came flying out, crashing into my side and forcing me to let go.

I came flying down, I knew this was going to hurt. "I got you!" I heard Jean cry out as suddenly my fall began to lose speed can I safely landed on the ground.

"Thanks," I nodded at her before we both turned to Magneto. He was flying far far up in the sky.

Kakoom!

Ororo sent a blast of lighting but Magneto simply held up a hand, creating a magnetic field so strong the lightning was nullified. Damn, didn't think he could do that, but then again magnet and an electric charge are interconnected.

"I'll be back Spider," Magneto narrowed his eyes, turning away and flying off into the air, faster than Strom could. I clicked my teeth, he got away damn. And then I looked down, Quicksilver was captured, Toad has his legs frozen, Avalanche is unconscious, Blob had been thrown into the study and Mystique had been hit with a bolt of lightning.

"Sexy, call SHIELD, tell them we have the mutants that rescued Magneto ready for transport," I spoke into my helmet and then turned to Xavier who slowly rolled out.

"He got away," Logan growled.

"That he did," Xavier sighed, "but we captured his allies...hopefully SHIELD will not be too cruel."

"One can always hope," Logan replied. He thorne lifted his forearm covers revealing the metallic bracelets I had made for Rouge, "how exactly did these things prevent Magento from controlling me?"

I grinned, "they use a magnetic field to keep Rogue's powers in check. I just kicked up the output to over 200%. It interfered with Magneto's own powers, nullifying it."

Logan blinked, "I didn't understand a word of what you just said. But thanks anyway."

"We did it," Scott sighed, "finally."

"Yeah," Rouge nodded with a smile.

" _Spider!_ " Sexy suddenly cried out, " _the drone just gave off a Green Goblin sighting alert! He's on the move!_ "

"Fuck!" I cired out, "not now!"

"What's wrong?" Jean asked.

"A very dangerous and powerful enemy just showed up," I said as I touched my helm, "Sexy bring the car around," I made a metal list of people I could call for help. Sue and Johnny were off visiting their dad, Reed was...not much of a fighter and the X-men just had a fight, I can't ask them for more help.

"Do you have to go?" Jean asked.

I turned to her, she looked hurt, longing even. I sighed, "I'm sorry..I wouldn't unless I had too...but I don't think anyone else is prepared for what's coming."

Jean sighed, "I understand," she then reached forward and removed my mask. She threw it over her shoulder and leaned forward, grabbing me into a kiss. She wrapped her arms around my head as I placed mine on her hips.

She sighed as she stopped, touching our foreheads, "when can I see you again?"

I sighed, "I-I don't know...things have been difficult."

" _Peter, what are you planning?_ " My mind whirled all the ideas floating around in my head. Jean's eyes visibly widened, " _oh...I see. That's certainly a lot...will you visit me soon though. When you have the time?_ "

I smiled, "sure," she kissed me again before pulling my discarded helmet into my hands and putting it on me.

"Go get him Tiger," she smiled.

I nodded, "yes ma'am," I looked up just as my car came flying out. I jumped up, clearing over thirty feet and jumped into the driver's seat.

"His car can freaking fly?!" Kurt cried out as I blasted away, heading to New York as fast as I could.

"Sexy, display the drone's feed," I called out as the HUD in my car light up, displaying the night sky of New York, the drone must be following him. I suddenly saw a metallic glider come into view with blue fire thrusters burning and an individual's wearing black armour with green highlight flying on top of it.

Suddenly the glider kicked into overdrive as it blast of into the skin, the back draft from the thruster hit my drone and sent it flying off course, crashing into a building side before the feed cut off.

"Shit!" I cried out, "fuck! Sexy, do we still have Harry's location from the nanits in his body?!"

" _Yes Peter, we're still tracking him. Though we can't get a signal unless we enter the city limits._ "

Curse me for using such a damn short range tracking device. But anything stronger and Harry or someone would have noticed it by now. So with nothing else to do, I sat tight and drove as fast as I could back to NY.

It took me twenty minute, but I arrived soon enough. And as soon as I entered the city air space I picked up on Harry's signal.

" _Spider, there seems to be some kind of disturbance happening at Times Square,_ " Sexy spoke up, " _reports aren't clear, but some kind of monster seems to be causing a lot of damage._ "

"That's Harry," I growled, dammit, damn it all to hell! I swirled the car over and as Time's Square came upon the distance I saw smoke rising up.

"Doc, make sure you land somewhere safe!" I told the car as I opened the door and jumped out, dropping down fast before shooting a web line and swinging upwards, shooting forward and landing on the roof of a building overlooking Times Square.

I saw in the middle of the field a man dressed in green armour holding a car over his head. He roared as he tore it apart before throwing both halves out into the crowd.

"Shit!" I cried out, I shot out a web line, but it wasn't fast enough to catch both halves. But then, something happened. A glowing orange pumpkin ball came flying forward hitting each half of the car and upon contact, they exploded, leaving nothing behind, not even scrap to hurt the people.

Fire burnt down, and out of the flames, a masked man in black and green armour riding on a glider came through. The glider resembled the classic Goblin glider with the bat shaped figure head, the armour was robotic, like the one Willem DaFoe wore in Spiderman and but the helmet however was a half face mask and goggles.

'Harry,' I realised, 'but then who's,' I turned, the man in green who threw the car...he also had a tail coming out of his back. A robotic tail. The Scorpion.

"Hey ugly!" Harry cried out as he threw a pumpkin bomb at the Scorpion. The monster swung its tail, knocking the bomb back at Harry. Osborn swirled off course, the bomb was flying towards a crowd of people.

"No!" Harry cried out. Now it was my turn.

I jumped off the building and reached into my belt, grabbing a freeze pellet and threw it at the bomb. My aim was perfect as the pellet hit the bomb in mid air, causing the both to explode, but the ice cut off the explosion, ensuring that no one got hurt.

I landed on a lamp post and growled, "what the hell is going on here?!"

"S-Spidey?" Harry gulped as he looked at me in shock.

"Spider-man!" the Scorpion cried out, "please, you gotta help me!"

I blinked, "what?!"

"I can't-" the man stopped as suddenly his body flinched and then his gren armour turned black as he began foaming at the mouth. Something was wrong.

"ARGHH!" he cried out in an animal like roar. He aimed his tail at me and fired off green like liquid at me several times. I jumped and dogged, my spider sense warning me so, the liquid hit the lamp post I was standing on, melting it.

"Acid!" I cried out in realisation. I then turned, the Scorpion had ignored me, instead charging at the people gathered around us. "No!"

"I got this!" Harry cried out as he flew down and took out several bladed weapons, throwing them out and hitting Scorpion's armour, piercing him so much he cut through it, drawing blood.

"PAIN!" the Scorpion cried out as he grew even angrier. He aimed his tail at HArry and fired, the teenager dogged quickly, though I could see the acid was still moving, about to land on civilians.

"STOP!" I shot an am out summoning my magic. Immediately a whip of Vanstha came flying out like a bullet, shooting into the air and exploding over the group of people in line to the acid, forming a protective web barrier over them.

Thank God I practised. The acid hit the mystical webs an slowly melted them away, by now the people got the idea and ran away. I turned to the Scorpion, he looked pissed. He grabbed another car and was about to throw it at Harry when grabbed a web cartrag and threw it at him.

SPLAT!

His entire body was covered with wb as he was stuck holding the car over his head. "Good job Spidey!" Harry cried out as he took out a pumpkin bomb and threw it at the car.

BOOM!

"No!" I cried out as the car exploded. My webs were burnt off and the Scoprin came running out, crying out in pain as he was burnt alive. I ran to a fire hydrant and drew out my claws, cutting the top and then using my strength to morph the hydrant to aim directly at the Scorpion.

The flames were dosed, the Scorpion was unconscious from the pain as he laid in a pool of water.

I cut the water by crushing the pipe closed. As I did Harry flew down, excitement rolling off him. "Hell yeah! Did you see that! That was freaking awesome!"

"What the hell were you thinking?!" I cried out snapping to him.

Harry looked surprised, "w-what do you mean? I took down the bad guy!"

"No! You didn't! Didn't you hear him?! He was asking for help!"

"Yeah, before he went totally psycho and tired to melt your face off!"

"He was in pain! He needed help! Does he look normal to you?!" I pointed at the burnt figure, even pieces of his armour was melted off.

Harry was stunned, I guess he never really saw what he did. He stammered and was about to say something when the sound of a helicopter suddenly started to ring out.

We both looked up and saw an Oscorp chopper coming down and hanginout outside was Norman Osborn with a megaphone.

"People of New York! I am Norman Osborn. And I am a son of this city! I lived here for my entire life, I was raised on this city's food. And now, in the recent years our city has played hosts to heroes and villains. Aliens and Gods. But...I find the number of villains outweighing the number of heroes. So I decided to put a change to that!"

Immediately Harry took off, flying into the air and stopping next to Norman, standing tall and proud.

"May I introduce Oscorp's newest gift to New York city! IT's newest and greatest hero, the Glider! Fitted with only the best technology Oscorp has to offer, I have hired this amazing hero to be not just my protector, but the city's! I owe this city a great debt and it's time I pay it back!"

And with that, Norman and Harry took of, leaving me with a half burnt super villain and a shattered hold on reality.

What the hell is happening here?!

And just as I was about to help clean up, three large vans suddenly rolled up with a giant green 'G' its side and stopped in the scene of the attack. Immediately people ran out and began to work.

People that were hurt got bandaged up and fixed. Any rubble was being cleaned up, it as a clean up crew...Osborn has a clean up crew?

They were so fixated on the people, they didn't even notice the Scorpion, who was still covered in burns. I did what I could, used my webbing to cover his burnt o prevent them from getting infected.

A few moments later the cops arrived. Five cars pulled up, they got out and began forming a perimeter while a few interviewed the Oscorp crew. And a few, was approaching me and Scorpion.

"Thanks Spider-man," said a blonde man with a trench coat that I recognized, "we'll take it from here."

"Captain Stacy right?" I asked him as I nodded, "haven't seen you around in ages! How are things?"

"Fine...I suppose," he looked down, "who's he?"

"I'm going to call him the Scorpion," I replied with a shrug.

Stacy snorted with a grin, "appropriate….what happened here? It looks like a war zone. And who are these people?"

I sighed, "Norman Osborn just corporised a superhero. He calls him the Glider," I snorted, "stupid name, but whatever. Anyway...he...he and the Scorpion here fighting, he uses bombs as a means of attack. Scorpion here tried throwing a car at people, Glider throws a bomb and...well, you can see for yourself."

"Poor bastard," George Stacy sighed, "don't get me wrong, I know he's bad but-"

"He's not evil," I cut in, "he actually sounded like he couldn't control himself. Like….like something was controlling him."

"Mind control? Seriously?" Stacy snorted.

I shrugged, "I personally know two people that have been mind controlled just the last year. It's not that uncommon...not in my world."

Stacy sighed rubbing his hair, "fine. I'll look into it. You, get out of here. You're technically still a criminal, and I don't want to arrest you, so scram."

I chuckled, "right captain," I leaped onto a lamp post, "take care."

"You too Spider-man," he nodded as I swung away.

'Stacy….now there's a name I wasn't expecting,' I sighed, 'but why I haven't I seen her? Maybe next year or something she'll join Midtown. Whatever...' I looked at the Oscorp tower off in the distance. I didn't realise it, but there was now an alteration to the logo. Next to the giant 'O', there was a small green 'G' next to it.

I didn't understand what was going on, we were officially off canon. But...I understood one thing...shit was about to hit the fan. Hard.

* * *

 **With Magneto out I'm planning on set up Genoashia, like twenty or so chapters down the road.**

 **And right, Glider, not Green Goblin. I honestly don't think Norman can go mad so easly, no, I'm going to pull this out. And yes, Harry is a hero.**

 **ALSO NOTE: The proto-admantium metal is only present in Peter's claws, not his entier skeleton. I thought I made that point clear before, but apparently not. You see having a skeleton of metal will thrown Peter off balance and wouldn't be very smart. Hence, only his claws are metal.**


	47. Stealing Gollum's Precious

It was Sunday night, I sat in the lounge with Sue, Reed and Johnny. We were all looking at the TV, it was tuned to CNN a debate was going on about the nature of Oscorp's newest enterprize, the superhero Glider.

I sighed, ever since Harry made his superhero debut the NEWS has been talking about him 24/7. Hell, every online social media was talking about him. New York newest hero, or as they also call him, 'The F-Bomber'. Yeah, kind of badass.

He already has a Twitter account and an Instagram account. He was basically a product of OScorp as everything he said and did was supposedly monitored by Oscorp and it's lawyers.

Technically, there was nothing in the books against a privatised superhero, as he would be registered as a company's service to the state….which was free. And since he was a property of Oscorp, he didn't have to reveal his secret identity, which fell under the same trademark like a food company's secret recipe formula.

And right now a Harvard professor of law, a 40 year old asian woman, a representative of the DA, a black man by the name Harold and the blonde caucasian anchorman were arguing the legality of this whole deal on national TV.

"-But what gives him the right?" the anchorman asked his guest, "yes, from a legal standpoint he's in the grey. But who wants him out there throwing around bombs of all things to save people?!"

"I would think the people did," the Harvard professor spoke up, "when the police are unable to handle this issue, they turn to those who can, in some cases that's Spiderman, in others, it's this new one, the Glider."

"But what about the legality issue?" Harold asked, "this isn't a private thing, it's a public intuition! It's risking the lives of people! What's to say this guy won't fail? What's to say he'll make things worse?"

"Exactly," the anchor nodded, "and, what gives Oscorp the right? They-"he stopped pressing his right ear in for a moment and blinking in surprise, "ah...it seems we have an incoming call...from Norman Osborn and the Chief of Police."

The TV screen was suddenly split as a new field was shown, one of Norman in the chief of Police's office with the two men sitting next to each other. Norman sprouting a comfortable smile while the chief looked nervous.

"Ah...welcome sirs, this is 'The Talk', what ah, what are you doing here?" the anchor asked.

Norman smile grew bigger, "well Jared, you see, I'm calling to address the issues you have brought up on your show. The ones for legality and execution. As you can see, I'm sitting with the Chief of Police, putting down pen to paper for a legislature which will allow Oscorp's newest hero Glider to serve as a consultant of sorts for the police."

Norman stopped and turned to the chief, he sighed as he stealthily nudged the man prompting him to speak. "Ah yes, you see, this deal ah, has been in the works for some time now. But due to the hasty nature of yesterday events, the Glider had to act on his own. We at the New York Police Department are glad for the help of such a professional and welcome Oscorp's help in these troubling times."

Norman nodded, "thank you Harem. Now, Mrs. Kang," Norman address the Harvard law professor, "does this satisfy any legal loopholes?"

The woman nodded, not skipping a beat, I think she was expecting this. "Yes Mr. Osborn it does."

Norman's smile grew cruel, "excellent, I'm glad we could straighten this out." And just like that, his feed was cut out.

Johnny whistled, "damn. He just legalized a vigilante. Hey sis, think we can get some of that funding?"

Sue snorted, "I doubt that very much," she looked over at me and forced, "what's wrong Peter? You look..distracted."

I glared at the TV, "I'm wondering how long before this whole thing blows up in their face."

"What makes you think that?" Reed asked.

"Because I know Osborn," I sighed getting up and leaving to the kitchen, "he's in this for money, profit. A publicity stunt. Hell...he doesn't care about people. He uses them."

"That we can both agree on," Reed snorted as the others walked up to the kitchen as well.

I opened the fridge and pulled out a frozen pizza. I took it out and tossed it to Johnny, "light it up flames," he did so, cooking it slowly. "Also, I think it'll blow up because of who Glider really is."

"You know who he is?" Sue asked in surprise.

I nodded, "Harry, Norman's son...my friend," I sighed rubbing my eyes.

"How did you find that out?" Reed asked with a suspicious look.

"I-I may have used a drone to track his movements," I admitted softly.

"Peter!" Sue cried out, "that's illegal!"

"And morally bankrupt," Reed hissed.

"Hey! I didn't do it without reason okay!"

"Oh really? And what reason is that?" Reed asked.

"He...he healed in a week. No, not just healed, he became fitter than he ever way, Olympic level fit," I growled, "the only way he could have done that is if he used some kind of new drug. I went to Oscorp to find out what that is and sure enough, it was a drug called Green Fields that has been tested and trialed for two years, but failed every time!"

"Oh? And how do you know?" Reed asked, "how did you find the files?"

I sighed, "I-I snuck into Oscorp and hacked it's system."

"Corporate espionage Peter...that's what you did," Reed glared at me, "do you realise that?! Huh?! You put the Baxter Foundation at rik with hat stupid stunt!"

"Hey! I didn't go as myself! I went as Spider-man okay!"

"Oh yeah, that just makes everything better! Because we aren't affiliated with Spider-man at all!" Reed spat, "what's your problem Peter? Huh? Why do you think everyone else is flawed except you? Why do you think Oscorp can't handle this? Osborn may be a bastard, but he's a highly intelligent one! You don't know if they have made some improvements at the last moment they chose to leave out of their serves, you don't know anything!"

And that's when I lost it.

"Yeah! I fucking do! I fucking know that they are going to fuck this up! And do you know how I know this Reed?! It's because of the fucking portal you sent me through! Do you know who Norman Osborn was in that world?! What he did?! He was a monster! A monster that tried to kill me! That tried to kill my wife and child! That did kill his own son! So I know for a fact, that this, is leading up to that!"

Reed slammed his hand into the desk, hard, "this world isn't that! There are differences!"

"Like what?!"

"Like the fact in that world I marry the love of my life and in this I'm nothing but a stain on her windshield!" Reed cried out, his anger reaching its peak. He began panting slowly, anger slowly being released out.

Sue, Johnny and I were frozen on the spot. Reed realised what he said and immediately turned and left without another word.

"Awkward," Johnny whispered as he placed a freshly reheated pizza on the counter.

I turned to Sue, "what happened?"

"He...he and his girlfriend broke up," Sue sighed, "it's just...he's just going through a hard time."

"Really? Because it sounds like he was talking about you sis," Johnny infrared with a raised eyebrow.

Sue huffed, "unlikely...look, I'll talk to him okay. Don't take it personally Peter, please," she said as she left, following being him.

I sighed as I sat down, Johnny next to me. We each took a slice of pizza nd ate in silence. Until Johnny spoke that is, "so...how dangerous is he?"

"Like I said, he will one day be the most dangerous villain I have ever fought. He is so dangerous...the other me will be forced to kill him just to stop him."

"I see...so...you had a wife and child huh?" Johnny continued.

I sighed, "yes...I did."

"You never told us that...you said you were alone," Johnny stated, though the question implied was obvious.

"I did...because things are different here...I'm not with the same person. And if she knew about our supposed destiny then well...that would change our entire relationship."

"I see...so you had a kid? What was she like?"

I smiled, "remember May? The Spider-girl you hit on a while back?"

Johny blinked, "no."

"Yup."

"No..but I-."

"-Yes you did."

Johnny turned red, "we will never speak of this again. Understood?" I chuckled silently and nodded.

That night I returned to the lab after dinner. Reed and Sue were still talking in Reed's lab, and from what I could hear the talk wasn't getting anywhere. Reed kept talking about why his girlfriend dumped him and Sue did her best to console him.

I entered my lab and sat down on my desk. I sighed, I had no idea what to do about Harry...I guess for now, I'll just have to wait and see...neah.

"Sexy, open a new project, label it as Goblin killer," I spoke.

" _Understood Peter. What will this project be for?_ "

"Taking down an enemy," I replied as I opened up the specs for my spider-man armour and made a copy. I then began designing weapons that would able to neutralise and defeat the Green Goblin. All types of Green Goblin, be it one with technology or one that was organic, like the Ultimate Green Goblin.

The first I had to take care was the bombs...or rather the fireballs, if the Goblin turned out anything like the Ultimate Spider-man comic books.

For this it was easy, freezing pellets or, my favorite things, magnets. I would need a repulsor to pull or push bombs away. Or even something to set them off prematurely.

Then would come the glider. If it has any AI then Sexy can hack into it. It not then I can just use my metal power on it.

If the goblin did end up with increased mass, then my claws will come into play and if he had other tools well...I'll have to get creative.

But as I worked on my design, my phone buzzed. Curious I picked it up and saw it was a message from Tony.

' _Sorry it took so long. Forgot where I put it. Also Riri says hello._

 _Ulysses Klaue- location- Johannesburg, Salvage Yard._

 _Number- (504)-332-4392_ '

I grinned, I typed back a thank you and shut the phone off. I needed to get to South Africa fast but...damn it, I have school tomorrow! This is why being a teenage superhero sucks balls!

 **The next day:**

I sat down for lunch, classes today have been...boring to say the least. I began to eat, and just then Tandy showed up, only this time she was surrounded by a new group of friends, the cheerleaders and she wore a cheerleader uniform.

I was surprised, I watched as she joked and laughed with her new friends, sitting far away from me. I was surprised but...happy, it's about time she got more friends.

And then I saw MJ walk in, I was about to call her over when inside she turned right and walked to Mark who sat a few tables down with the rest of his band. They quickly began to chat as well.

Then Liz and Flash came in. I was sure they were going to sit with me, when suddenly Harry came up behind them and dragged them away. The three sat together and chatted like the old friends they were, happy and cheering.

And just like that...I was alone again.

I didn't realise it but...I now remembered that I hated that feeling. Lonyless, especially in school. The joy of being surrounded by people and...and not being seen by anyone. When Felicia was here….I was never alone. When she left, she left me with two friends.

And now the first was too busy with her boyfriend and the second was taken away by Harry Osborn...life...this was how my life was before Felicia...alone...sad...pathetic.

I can' stand it anymore, I just fucking can't!

I got up and left, I didn't care about the rest of school, these fuckers can kiss my ass, I built a dimensional portal just last week, I don't need this! Argh! I hate this feeling of angst!

I hopped into my car and looked at the message Tony sent me. Johannesburg was what, a 16 hour flight? Yeah...I have some time to kill.

I called up May and Ben and told them I was going to a conference in Switzerland about particle science. I asked Sue to cover for me and she promised me she would. I bought myself four days. More than enough to get there and come back.

"Doc, set a course for Johannesburg," I spoke as I pushed my seat down and stretched, this was going to be a long ride.

 **16 hours later:**

I sighed as I put down my SA, the designs for my new suit was present in there. My vibranium suit. I also designed a few more specs, like finishing up the Goblin killer costume and a new experimental weapon.

" _We are reaching your destination,_ " Doc called out from the dashboard.

"Thanks, switch to manual," I put my seat upright and took the handle. I took the car down low and looked down, sure enough the salvage yard filled with discarded tankers was seen in the distance.

I quickly put my car down and took out my backpack. I slipped into my costume and then got out. I went to the trunk and opened it, pulling out my bag of infinite storage. I'm so going to need this later.

It was the middle of the night right now, literally. I activated stealth mode, which just meant that the power was cut off, turning the whole suit black.

I snuck into the salvage yard, it was stupidly easy. Only problem now is which ship had all the goodies in it? I looked and observed, and I found that one ship was more cleaner than the rst. It had footmarks going into and out of it. Jack pot.

I walked up carefully, I saw armed guards on the deck with guns. Lucky, they hadn't seen me yet. Looks like it was finally time for me to act like a fucking ninja.

I crawled up the side of the ship and reached the first gaurd. He was looking out into the distance. I removed both hands from the ship's side and reached forward and grabbed the man's leg.

"What the-" I pulled him out before slamming him into the ship's side and webbing him up. He was soon stuck to the side of the ship and for a finishing touch I fired two web lines at his eyes and mouth. Muffleing him.

"Sexy, thermal vision," I whispered and it activated immediately. I looked around, twenty armed guards patrolling the ship, more inside, though the ones inside weren't moving, probably asleep.

I cracked my neck, time to work for a living.

 **Half an hour later:**

I took some time, but I managed to web up all twenty guards without making much of a sound. One did turn out to be very loud, though I just used this as an advantage as he drew five people to his location, which gave me the chance to take them down as well.

And now, I was in. I crawled on the ceiling of the rafters as I made my way through the inside of the ship. I still had thermal vision on, and I looked around, easily spotting the hidden stash of vibranium Ulysses had kept hidden behind a fake room.

I knew if I opened it it would create a lot of noise. So I needed a distraction. I quickly went to the otherside of the ship and found an important steam pipe. I placed three wads of exploding foam all around particular areas of the ship.

I the quickly moved to the hidden room and opened the door, "Sexy, bring the room down."

" _Working on it now Spider,_ " she replied.

Grrr!

The shifting of the room caused some noise, people would wake up soon. They would move to check it out. And, I clicked the activation button for the foam.

BOOM!

Boom!

BOOM!

Ah, the sound of pure destruction. Soon steam was pulling into the ship. Everything was slowly getting covered with fog.

"The damn steam pipes broke! Get it fixed!" I heard someone cry out. Just then the room where the vibranium was hidden came into view. I immediately went inside and closed the door behind me. No need to draw attention to myself.

I turned, the room was...it was amazing. Everything was high tech, state of the art. There were stacks of vibranium ore stored in small glass casings with monitors and wires attached all around.

"Sexy, disable all forms of monitoring present in this room," I told her as I drew a USB from my helmet to the computer terminal.

" _And….done,_ " Sexy replied, " _you can now safely remove the vibranium._ "

I grinned, "perfect." I took me five minutes to remove every single glass case of vibranium in this room and put it into my bag of infinite storage. There was enough in here for...well, I needed two canisters to build myself one suit. I stole over a hundred. No wonder Ultron had enough to build himself two new bodies and a doomsday weapon big enough to carry up a country.

And when I was done, just to piss off Klaue, I grabbed a pen I found on the desk and wrote on the wall, 'Thanks for the metal. I needed it to build the Death Star. Love...well, Me!' Hehe, would drive him insane.

I had Sexy use thermal mode again and this time I saw that the steam had almost all gone. Most of the men were gathered on the other side of the ship tending to the 'ruptured' pipes.

I opened the door, sneaked out. Ran across the salvage yard and to where I parked my car. I threw my bag of infinite storage in the back and started the car. It took off into the sky and flew across the air. Just as we left I looked back and saw the lights on the ship slowly coming on and yelling in the distance.

I threw my head back and laughed, who needs friends, I just stole a city's worth of vibranium! Ha! No wonder Felicia loved doing this! I might just become addicted!

 **Another sixteen hours later:**

I sighed as I parked my car in the baxter building garage and took the elevator upstairs. I immediately bolted to my room and locked the door behind me. It took me 37 hours total, meaning I had taken a full day off school...and I technically still had three more days.

It was one in the morning currently, Sue, Johnny and Reed were probably asleep, I could continue my work in peace.

I first placed the orders for the materials I would need to create the unstable fabric. I had only three hundred and twenty million, but that should do for now. I bought what I could, transferred payment through the bank. They should be here in three days.

Of course, it wouldn't be complete without the rest of the machines, but for now, this was enough.

WIth that done I turned to keeping the stolen vibranium safe. Just putting it inside a bag isn't all that safe. And that was when I realised I needed to learn more magic. Just a few tricks isn't going to cut it anymore.

So I opened the text of red and blue that the Ancient One granted me, and I began to learn.

I began with the blue text first, since it was the first volume. This book spoke mainly about Kal Cole's life leading up to his discovery of the Web, what he believed it to be and more importantly, how to access it.

It took me a long time, but I finally managed to read all of the book. And what I discovered was...odd. Yes, I wanted to say Strange, but the pun was too bad.

The Web was an interdimensional source of energy, the type of energy that all socceror's use. Or rather use in small quantities. The Web flowed between worlds and riding on its coat tails was the dimensional energies of other worlds.

And if a sorcerer can become powerful by controlling the cars on the road, just how much energy can one have when controlling the roads themselves?

The Web was related to space, time and life. Three important factors that combine the other worlds. It crosses space, time and connects through life. More specifically the life of a spider totem. No wonder those Inheritors wants us all dead, we Spiders literally generate life itself.

And so, I began to train myself in everything that I would need to be competent in in order to even begin to access the Web's energy.

The first thing I have to do, was access, or at least be aware of the Web and its energy. So I began my meditation. And for a day, I stayed like that. The first few hours were impossible, I kept moving, kept fidgeting. But then, I found out a little trick Kal used.

Most people believe meditation is the absence of thought. That is not true. But rather it is the hyperaction of thought. Meaning the brain becomes so active, it can't focus on only one thing, creating a state of absolute bliss.

So I did. I thought of my life, the complex issues I dealt with, possible solutions and as I did, I felt my body slowly humn along. At one point I felt numb, to everything. My self, my problem, my issues. Everything. My eyes were closed, but I knew even if they weren't, I would be feeling nothing.

And then, I felt it. A trickle of energy flowing through me. I felt...power, pure unfiltered power. I unlocked my senses and felt it flow through me, no, not through me….from me. And...no, not from me, to me...from somewhere far far away.

And it was powerful.

I opened my eyes, and for a second I saw the world covered with golden webs. Every web connected to everything else, it was like a giant cocoon, yet, this shimmered out of existence and into it, almost like they didn't exist. I knew instantly what each web line was.

There were ones coming from the ground to every single object in this room. They represented gravity. Then there were web that hanged loosely on the surface of an object. I reached out, instantly, when I touched it, the webs came alive and attached themselves to my hand, and I felt the object's warmth.

Each thread represented a...a factor of what makes an object exist, be it their size or shape. It felt...so wholesome. Like I was seeing the world truly for the first time. Everything was connected, to everything else.

I decided to dub this ability of mine, 'Web Vision.' I turned it off and on again several time, lucky for me, it stayed. I decided to continue to train, to meditate. And maybe it was time for me to continue to train what Strange taught me, before I left, he was trying to teach me to move things with one's mind, that could be useful.

And so I trained in telekinesis. By opening my mind and channeling my magic into it, I reached out and tried to manipulate object. It was honestly impossible. I thought of just giving in, but then I got an idea.

I used my Web Vision and I watched the way my magic moved and interacted with the material world. I was sending threads of energy through my mind, but they kept moving away from me. So with a now visual guide, I was able to learn telekinesis so much quicker.

And I continued, excited to see what else I could learn.

 **Three days later:**

"Peter? Are you in there?" Sue opened the door and walked in with a letter in her hands, "there are some people in here with some really expensive looking equipment. You may want to come out here and get them, Reed looks like he's-"

She stopped and stared. And I think I can guess why.

I was floating in mid air, with no guidance of help from anyone or anything. I was toplss, chooseing to wear only my jeans and shoes. Slowly I opened my eyes and I found myself floating down to the ground.

I took a deep sigh and got on my feet and turned around, "just wait a moment," I quickly grabbed a shirt and put it on, "well then, let's go."

Sue blinked, "Peter...what was that? How did you...what did you...how?!"

"It's a basic sorcery trick," I replied, "I only just recently picked it up."

"What was that?!"

"Telekinesis," I told her.

"Wait, telekinesis?! But how? Are you a mutant? Did you...did you use the mutant spider program on yourself again?"

I shook my head, "no Sue. Your mind can interact with the physical realm by channeling power into your brain waves, the same way I do through meditation and katas using this, one can move any object with just their mind."

Sue groaned as we walked to the elevator where the men were waiting for us, "so wait. Are mutants magic?"

I smiled at her, "I asked my master the same thing."

"What did he say?"

"He whined and called mutant cheaters," I chuckled, "mutant have access to certain things, such as energy fields and power, that soccerors have to strive for through training and learning. Years of it. So it's kind of like cheating because they have a short cut."

Sue hummed in understanding. I approached the delivery men and soon we had set up all the equipment in my lab, just the way I wanted them. After they left Reed, Sue and Johnny all gathered in my lab to inspect the new toys.

"So why do you need these things for anyway?" Johnny asked.

I smiled, "ti's for the project I'm working on," I brought up the morphing clothes project and put it on the screen, "it's a solution for the world's fabric problem. It would essentially make child labour obsolete and no more clothes wastage...ever."

"What material do you use?" Reed asked.

I faltered for a second, I knew this was going to be a issue. I sighed, "it's a type of fabric the other Reed Richards made. Known as Unstable molecules. Essentially they cannot be broken, tore apart, stretched out or anything else. They grow with the person. And with a few changes I have made, they can slowly change form depending on the structure the user wishes."

I displayed the basic design, "here, you see, the memory fabric technology existing today along with the theoretical work coming out of Kyoto Japan will allow for a new type of clothing, one which you will never have to change, but it will change for you. It can be anything, any design you want. And, it can never tear or break. If people want, they could turn their clothes into kevlar, making it bulletproof. The options are literally limitless."

"Except one thing," Reed glared, "who's going to own the patent for this?"

I knew this was coming. Before, when Reed didn't hate my guts for some particular reason, I would think it wasn't an issue. But now…

"I guess you," I shrugged, "I did base this of your designs anway. Just ah, could I use it?"

Reed glared, "I didn't design this Peter...I wouldn't have thought about this in a million years," he hissed glaring at the diagram.

"But you will," I shrugged, "weather in this world or in another. You will-"

"-Stop damn telling me what I will do Peter! Stop deciding my fate for me!" Reed cried out, "do whatever the hell you fucking want! It's your patent," he threw his arms in rage and left the room.

I turned to Sue, "I thought you talked to him."

Sue growled, "I did," she turned and left as well.

I turned ot Johnny, "dude...what is going on?"

Johnny looked just as confused, "I can honestly say...I have no idea. I think...I think Reed is jealous."

"Jealous? Of who?"

"You," Johnny replied.

"Me? Why would he be jealous of me?" I couldn't even begin to understand. What did the smartest man in the world have to be jealous off?

"Well lets see, you're a superhero-"

"-So is he!"

"-That works with the Avengers on a daily basis. And you aren't even an adult yet," he raised an eyebrow. "You also got Ben a way to transform back...I guess Reed just doesn't like you taking over."

I blinked, "damn it….should I talk to him?"

Johnny sighed, "no, don't bother. He's...he's just frustrated. Give him a moment, he'll be better latter. Look Peter, I kind of have to go now okay? I'll talk to you later," and with that, I was once again left alone.

I sighed I think I'm losing the people closest to me...but why? What have I done that's so bad? Work as Spider-man? Be a good scientist? It just doesn't make any goddamn sense!

I put the thought out of my mind and instead worked on assembling the machine components before me. It took me the whole day, but I managed to fix it all together into one 3D printer like device that printed out fabric like a copier shot out paper.

All I was missing now was one device know as a quantum particle charge destabilizer which I had to have to make this whole thing work. Sigh, looks like I need to make a few more trips into the Negative Zone.

I packed up early that day, it was still around five in the evening when I left. I found a spell in Kal's notes that would serve as protection. A rune barrier that I placed around the entrance, windows and my machine. It wasn't much, but it would stop anyone from getting in by accident. Plus, it would alert me the moment someone broke through.

With that done I got in my car and drove back home, looking exhausted, which I was.

"I'm home," I groaned as I walked inside.

"Peter?! You're back!" I was shocked to find MJ there with my aunt waiting for me. And she looked pissed, "you ass! Where the hell did you go for three days?!"

I blinked, "didn't aunt May tell you? I had a conference in Switzerland about-"

"-I know that! I'm asking, why didn't you tell me?!" MJ slamned her hand on the table and stood up, marching right up to me, she was pissed. "You don't tell anyone where you're going, you don't tell, Liz, Flash, Tandy or me! You just vanish in thin and and then show up three days later like nothing ever happened?!"

I sighed, I would have been pissed, I should have, I had ever right to be. But, after spending three days in meditation and thinking about this, I honestly didn't care. I thought about, and I realised if I chose to be a hero, I'm going to be a very lonely person, I can't live like everyone else, so...I just didn't care anymore.

"I'm sorry MJ, I really am. I should have told you, but I didn't," I sighed, "it's just it was last minute and it was something I had to do. I'm sorry."

MJ blinked, she looked taken back, "ah, what?"

"I said, I'm sorry," I smiled, "come on, I'll tell you what happened," I motioned over, we sat back down at the dining table, "so basically I went there because this new project I'm working on. It can change the world. Basically destroy the fashion industry as we know it."

MJ blinked, "what are you talking about Peter?"

I smiled, "well, how would you like a suit that never tore or got cut, never changed no matter what you did to it and can transform into any design you want just by scanning an image."

MJ's eyes glossed over, "dude...what the hell are you building?"

I chuckled, "I'll show you when it's done. Now then, tell me, what exactly happened while I was gone?"

MJ blinked, "ah, well, nothing much I guess. I mean, it's just been three days. Ah...oh, well I guess there is one thing that's kind of funny. Tandy got asked out by Harry for Valentines day."

And my sense of peace and nirvana came crashing down. I took a deep breath, I must not panic. I sighed, "and?"

"She accepted," MJ shrugged.

May blinked, "really? But I was under the impression she had quite a crush on Peter here."

"She does, but Peter ghosted the entire week so she couldn't ask him. She when Harry asked her out she accepted, but he made it clear they were only going out as friends."

I blinked, "this….this is kind of messed up."

MJ modded, "I guess. But if you liked her you should have just made a move Peter."

"I don't like her in a romantic manner MJ," I replied, "but...she...Harry...sigh, I just get more and more bullshit to deal with."

"Language Peter," May warned.

It took me a while, but I finally managed to catch up on everything that happened over the past week I was gone. I was exhausted by the time I hit my bed, which by now I hardly even recognized.

I layed down on it, and just as I did, my phone began to ring. I saw it was Jean on the line, "hello? What's up Birdie?"

"Peter, did you hear? The Brotherhood of Mutants escaped," she spoke quickly, "listen you need to be careful, the Professor thinks for now Magneto will leave you alone, but we aren't sure. Please keep an eye out, okay?"

I sighed, "yeah...I will," can this get any worse? I have half a mind to call Fury now and yell at him for doing such a shitty job. Honestly, did he put them in a prison or a daycare?!

 **Sunday:**

I was dressed up in a black hoodie and baggy sweats. Underneath I had my Spider-man costume on, my mask had been removed and stuffed into my giant pockets. I was on a mission, I was following Tandy and Harry as they walked inside a movie theater.

"You're going to love this movie, I promise," Harry smiled, "it's about a girl who likes this guy who has no idea she's alive."

"Story of my life," Tandy sighed.

Harry winked, "don't worry, she gets him in the end. And then they lived happily ever after." Tandy chuckled and they walked in. I quickly followed suite, careful to keep my distance. The movie lasted for an hour and a half, and honestly...it wasn't half bad. I only had to keep one eye on them and the other on the screen.

I had been following them ever since they met up at noon. First they had lunch and then Harry took her to the top of the Empire state building, since she claimed she had never been. And now movie, honestly, it seemed like a nice date.

But, I knew Osborn could snap at any moment, any moment he could go Green Goblin and Tandy could get hurt. Which was why I spent the last three hours stalking them like an obsessed ex.

After the movie they left to the park. It was around four in the afternoon, perfect time for a walk, I'm sure. I followed them from afar, hood put up and my eyes focused on Harry.

They slowly walked towards the Bethesda Terrace, the place was packed with couples today. Kind of sweet, but whatever, I had a job to do. As they walked around I noticed Harry's hand slowly come up and wrap around Tandy's shoulder, she turned to him and whispered something, he just laughed and they continued walking away.

He looked...fine. I hate to admit it, but maybe...maybe I'm being paranoid. He's not just going to snap...would he? No...no I should never underestimate an Osborn, or a Goblin.

They found a park bench and sat down, talking as they watched the fountain before them. I hide behind the trees and waited for them to move again, honestly, at this point, I began to yawn, this seemed like a waste of time.

It was getting close to sun down. I expected them to leave soon, but they didn't. They kept walking. What the hell were they talking about?

I closed my eyes and focused, instantly picking up on Harry's familiar voice. "-So yeah...Peter is my best friend...my only friend. And I think he's ashamed of the man I was before, so he stopped hanging out with me and I can't blame him. He's...he's the kind of guy who'll always stand up for right's right, you know?"

Tandy sighed, "yes...I know. He did the same for me...he saved me and I can't...I can't even thank him properly."

"Is that why you love him? Because he saved you? Do you think you owe him something?"

"No...I know he would never accept that. I love him because...because he's the kind of man who didn't look away when a small homeless girl needed help."

I sighed and closed of my hearing once again. I don't need this in my life. I looked at them, they were safe, Harry hadn't lost his mind yet...maybe he won't ever. My job was done.

I turned to leave, and just as I took the first step, my spidey senses went off.

I felt it, it hit me hard. My legs actually began to buckle. I snapped around and looked and there, slowly walking towards Harry and Tandy, was a man in a black cloak flapping behind him. And inside the cloak...there was absolutely nothing.

'Cloak...cloak...oh my God,' my eyes widened in realization. That's Cloak, from the superhero couple Cloak and Dagger! Wherever he went she followed! What was his name? Tyrone? Yeah, yeah that's his name! What's he doing here?

He stopped before Tandy and Harry, the two realising they had company.

"Ah...can I help you bro?" Harry asked.

"The light," Cloak whispered as his eyes locked onto Tandy, "your leaking out...the light."

"I'm sorry?" Harry got up, stepping between Tandy and Cloak, "I think you should leave, you're making the girl uncomfortable."

"The Light….you are the one I seek, balance," Cloak stepped forward, he reached out, his entire hand was covered in darkness.

Harry growled, "hey! Step off! I don't know who the hell you think you are but-" Cloak turned to him, reached out and grabbed Harry, throwing him over his head, "-ARGH!" I heard his screams cry out as he landed on a tree branch.

"H-help!" Tandy cried out, "someone! Anyone!"

There was a darkness that came pouring out of Cloak's body, it seemed to infect everyone around us. I ran, I needed to stop this, I don't' understand why a hero was doing this, but maybe there was some motivations about Tyrone's character I didn't understand.

I'll admit, he isn't my favorite hero. The only thing I know about him is he and Dagger work together to stop drug dealers because they were drug addict themselves, or something like that. Tyrone was a monster without Dagger there to stop him, he would go out of control.

I put on my helmet and threw away my sweats and hoodie, rushing out to fight the man. "Sexy, find out everything you can about that energy he's putting out!"

Tryoen turned, he noticed me, fuck! He opened up his cloak and tendrils of darkness came rushing out of his body. It came flying at me, but I ducked and doged them.

" _I'm sorry Spider, but I'm unable to scan him. It seems he allied some form of dimensional energy._ "

I cursed, this was so not my day. And just then, suddenly my legs were stuck. I looked down and sure enough I was forced in place my by own shadow. It held me tight, not letting me go.

"Shit!" I cried out as I tried to use magic to break free, only for any and all forms of energy I used to be absorbed away into the darkness. I tried shooting out web lines, but the shadows created by said webs came alive and destroyed the webbing before it even left the shooter.

I was being dragged into him, I tried crawling away, but slowly I was sucked inside.

"The Lightforce," Tyrone muttered, now turning away from me and to Tandy, "hungry...so hungry..."

"No!" Tandy cried out, "get away from me!" she pushed, but Tyrone simply grabbed her arms and stopped her from struggling.

"Help!" she cried out, kicking his gut, only to have her feet sucked into the darkness inside him, "help!" slowly she was being pulled inside, "help!" and then, there was light.

"ARGH!" Cloak cried out as he pulled away.

Tandy was glowing, shining even. She glowed bright, like the sun. Her hair began to fly in an absent wind, her eyes glowed brighter and brighter as a glowing crescent moon appeared around her right eye.

I gasped. I never realised...Tandy Bowen...she's Dagger! Oh my God! I did this! I seperated Dagger and Cloak! I broke them up! That's why Cloak went mad! Without Tandy to balance his darkness, he's gone mad!

Tandy threw her hands forward as two daggers made out of light came flying out at Cloak. He absorbed the energy into himself and smiled.

"Hungry! Hungry! HUNGRY!" he cried out as suddenly he increased in size, pulling everything inside his darkness.

Tandy screamed. I reached out and grabbed her as we were both sucked into Tyrone's cloak. I held her tight as we shut our eyes. I began praying wherever he sent us, we had a way of getting back.

And as the darkness consumed us, I had just one thought. 'This is all my fault'.

* * *

 **See, the SI doesn't have perfect recall of events before he became Peter Parker, hence his memories are flawed, he didn't know who Tandy was, this is the result.**

 **Anyway, I'm super sick right now, I think I might have some kind of deadly virus and die. Don't worry though, I left you guys my debt and loans in my will, so enjoy.**


	48. Dark and Light

We landed in what looked like a field of darkness. I held Tandy tight as we landed on the ground, hard. I got the full force of the landing while Tandy sat safe in my arms.

I groaned and looked around, we were...nowhere. This doesn't make any sense, it was like darkness was the only thing that ruled this world. Darkness forever, except the place immediately around us. And that was because Tandy was glowing like the sun.

I looked down at her, the crescent moon around her right eye glowed brightly I think that was a representation of her power. "Are you okay?" I asked.

She looked up and looked around, "w-where are we?"

"I think it's another dimension," I replied as I let her go, "can you stand up on your own?"

She looked down and nodded, "yes, I," she stopped as she looked at me, "oh my God, you're Spider-man!"

I chuckled, "ah yeah, I am. Hi."

"Ep! I'm actually talking to you! The real Spider-man!" Tandy cried out, sounding very very excited.

"Yeah well if you want maybe we can chat afterwards," I got on my feet and offered her a hand, "after we find a way out of here yeah?"

Tandy nodded, "r-right," she got up and looked around, "b-but how are we going to leave? I-I can't see any exit."

I was about to speak up when I spotted some of the shadows slowly move. It came creeping forward and suddenly it shot out, grabbing onto Tandy's legs.

"KYA!" she cried out in terror as suddenly the tendril pulled her off her feet and dragged her away.

"I got you," I yelled as I grabbed her hand and pulled her back. I then released my stingers and swiped at the shadow, somehow this time they managed to actually hurt the damn shadow. It immediatly coiled and ran away, rushing back into the darkness behind.

I looked at my hand, I felt energy seep into it. I looked at Tandy, "are you okay?"

She looked shaken, but she nodded, "y-yes. Thank you."

I nodded and looked around, there was nothing around, and yet...this entire place fet off. I closed my eyes and took a deep breath, trying to focus.

"H-hey, are you okay?" Tandy asked.

"Yes...just give me a second," I replied as I focused and slowly I felt my eyes gather energy into them. I opened them up and viewed the world as webs. I looked out into the darkness and found none. No webs, nothing. And then, I looked at Tandy. And I gasped.

Glowing white threads seeping out of her body, it was like she was making them. The seeped out of her body in droves, the light she produced it was a part of her. And I looked at our hands joined together, the white webs slowly moved from her to me, surrounding me and my claws.

I realised immediately that this was why I could cut the shadows, Tandy's light, it made them vulnerable. Of course, light and dark, a balance...and I broke it.

I felt guilt hit me, Tyrone...he went mad because Dagger wasn't there to help him...oh my God...I did this. I caused all of this. I have to fix this, I just had to.

"Hey," Tandy suddenly spoke startling me out of my thoughts, "are you okay?"

I blinked, "ah...yeah. Yes, I'm fine...we have to figure out a way out of here..can you...are you able to control your powers?"

"Powers? What powers?" Tandy asked confused.

"Ah...you know...those light dagger things?"

"Wait...I made those?!" Tandy gasped, "but I thought that just came out from him!"

"Ah...you do know you're technically glowing right?" I pointed at her body and for the first time ever Tandy looked down at herself and gasped.

"What the hell?!" she cried out, "how is this happening?!"

"I'm not really sure," I replied humming, "but for now we have to focus on one thing, getting the hell out of here. And we can't do that without your abilities. So you in?"

She looked conflicted but slowly nodded, "y-yeah. But...where do we go? I can't see anything."

I held up a finger and focused, using Web Sight to look around, hoping to see something, anything that could help us. And then, I noticed it. A small thin line traveling from us, to the darkness outside. It was small, so small I wouldn't have noticed it, if Tandy's light hadn't been there to shine on it.

"This way," I told her as I squeezed her hand, guiding her by following the thread. Of course there wasn't a guarantee there would be anything at the end of this thread, but then again something that existed where nothing exists should be something right?

We walked in silence, I could smell Tandy getting nervous. "So..." she began, "do you like...know where we are?"

I hummed, "I'm not sure but...I think it's someplace called the Darkforce," I remembered what Cloak called it before he consumed us, "I think it's another dimension but...I'm not sure...it feels like...nothing to be honest."

"I see..but what was that thing that tried to take me?" Tandy asked, "it looked alive to me."

"That was the world itself," I told her, "it seems this world wants the light you produce. Remember? He said he was hungry...I'm guessing he wanted to feed on you."

"Ep," she squeaked, squeezing my hand harder.

I chuckled, "relax, you're safe. Apparently, you're also the only one who can hurt these things. So even if something happens to me, you'll be safe."

"Don't say that!" Tandy snapped, "if something happens to you then I'll be all alone!"

"I just meant-"

"-No, if we get out of here we're doing it together!" She said with a steel in her voice I didn't expect.

I chuckled, "alright light girl, have it your way."

"T-Tandy," she spoke.

"Hmm?"

"My name, it's Tandy. Tandy Bowen."

No, your name is Dagger...why didn't I know this? Why? How could I forget? "Hi Tandy, I'm Spider-man," I nodded, "now, let's focus on getting out of here yeah?"

"Yeah," she nodded.

We continued to walk for sometime, but slowly Tandy began to get get tired. At first she didn't mention anything, just kept quiet. But soon enough the silence got to her and she spoke, "how do you even know where to go?"

"I'm able to see some form of energy in here," I told her, "it's the only kind in here other than you, so I'm hoping it'll lead to somewhere."

"Ah...right," she replied. Once again silence, we kept walking for a while. And then, after ten minutes she spoke again, "so...do you think the guy who took us is around here somewhere? Waiting for us?"

"Hm, possible," I replied, "but I doubt that."

"I see...I hope Harry's okay," Tandy whispered.

I chuckled, "don't' worry, I'm sure you're boyfriend is just fine."

"He's not my boyfriend," she replied.

"Oh? You both were in the park at Valentine's day in the evening. And you aren't dating?"

"It's-it's not like that!" she replied, "it's just...he's a friend."

"I see…." I hummed, "well why were you spending the most romantic day of the year with a friend?"

"Because the guy who I wanted to ask out is a total coward," Tandy spat.

I did a double take, "WHAT?!" she flinched in shock. I quickly cleared my throat, "I-I mean, what?"

"Ah...well, it's just that I'm pretty sure he skipped an entire week of school just because he didn't want to talk to me," she sighed, "I'm sure he knows I like him...he's not that stupid. But...I mean, he just left...for an entire week, just because he didn't want anyone to ask him out."

"That's kind of arrogant don't you think?" I suggested as we continued to walk, "I mean, are you sure that's the case? There was no other reason he left?"

"Well, he did say something about a conference but think he lied," Tandy grumbled, "I actually spoke to a couple of his friends, apparently his ex and him were close and he's still hung up over her. They think he's just not ready to move on."

I blinked, Liz and MJ thought I was still hung up on Felicia? Well...I am, but not that much...nowadays Jean is more likely to be in my dreams than Felicia...damn...I never realised that until now.

I sighed, "well...whatever it is, maybe you should just ask him?"

Tandy huffed, "as if. That guy.." she growled, "he's impossible! He's like the sweetest kindest person in the world, but the moment you try to get close to him, he shuts you out. No argument, no debate, he just stops. I actually lived in his house, and then after I moved out he just stopped talking to me you know?! Just like that, one moment it's 'here, you can use my bed' and the next it's, 'bye! See you forever!'. It's impossible!"

I gave a nervous laugh, "sounds like a complex guy."

We continued to walk and talk and then, slowly, the web thread we were following began to grow bigger and bigger until it began to move upwards into the air.

Immediately I stopped. "Why did you stop?" Tandy asked. I followed the tread and sure enough, high above us, was a tear in space which displayed New York, or rather Central Park.

"There," I said pointing at the portal.

"That's New York!" Tandy said excitedly, "we have to get there! But...it's too far!" It was at least 40 feet above us.

"I can do it," I told her, "all you have to do is climb on and-" my spider sense blared, "-duck!" I grabbed her and rolled, just as a tendril of darkness came crashing down like a whip on where we were just standing.

We rolled and quickly got to our feet. I had one hand on Tandy and spun my other hand, creating a magical circle that shot out several whips of Vastha that stuck the darkness and sliced off pieces of it.

But soon more tendril began to form. I held onto Tandy and threw my hand forward, using the whips to cut away the darkness, cutting off pieces, but they just coming faster and faster.

And then one got me. It came flying from my blindspot, my spidey senses warned me, but if I had moved then Tandy would have gotten hurt. So I stayed, instead I pushed Tandy away, just as the darkness collided into my side like a car.

I was sent flying through the air, "Spider-man!" I heard Tandy cry out. I landed on my side hard, but I managed to flip over and land on my feet. I looked up and saw the darkness coming for me, I swiped at it, but my claws didn't cut it, without Tandy's light, the darkness was unstoppable.

"Fuck!" I cried out as it grabbed onto my legs. I created a magic circle to create a shield, but the darkness just ate the magic whole. It kept struggling, but like quicksand, the more I struggled, the faster it swallowed me.

I was on my knees, the darkness was covering my entire body. I turned to Tandy, she was shocked still, I could see the portal above her, I knew I had to make a choice. I could die, but I had to save that girl.

"Sexy, deattach suit! I give Tandy Bowen access to all its functions!" I brought my claws on myself and cut the material just above my hips where the darkness had yet to absorb. The top half, now free, expanded itself, I lifted it over my head and removed the helmet. I threw them both at Tandy.

"Put them on!" I cried out as slowly the darkness began to swallow me, sleeping over my naked abdomen and chest.

"P-Peter?!" Tandy gasped in shock at seeing my face.

"Tandy! Put the damn suit on!" I cried out, the darkness now grabbed my arms and immobilized them, "put it on and fly! Use the repulsors on the palms! The helmet will teach you! Do it!"

Tandy looked shaken, stunned, "Peter!"

"Fly! Leave me!" I felt the darkness around me swallow my head. I felt my life slowly being drained away. I see, the darkness...it had a symbiotic nature to it. I suppose I deserve this...I...I was such a fool...I caused all of this….I deserve-

"PETER!" And there was light.

The darkness exploded off of my body. It had been melted off, and standing before me like an angel of light was Tandy, once more fully embracing the light, in here hands my torn suit and helmet.

And then, she collapsed onto the ground.

"Tandy," I whispered as I ran to her side, picking her up and holding in my arms, "are you okay?"

"I-I think so," she muttered as her eyes began to focus again. She looked at me, "Peter...is that really you?"

I sighed, "yeah...it's me," I looked around,the darkness was seeping away, "I think we're safe for now, can you stand?"

"I-I think," she replied. I helped her up and slowly her eyes went down fixed on my abs, "wow."

"Excuse me?" I raised an eyebrow.

"I mean-ah..." she blinked and then suddenly, I saw realization struck her, "you're Spider-man?"

I sighed, "yeah, I am," I grabbed the top half of my costume and slipped it on. The costume shrunk and squeezed me tight, though there was an obvious separation between my top half and bottom. I sighed, damn...looks like it's time for a new suit.

"You're Spider-man?!" Tandy said again, as if only by repeating it could it become real.

I nodded, "yes...and I told you to run," I picked up the helmet and put it on.

"I wasn't going to leave you!" Tandy cried out.

I was silent, I then sighed, "you should have." 'I deserve this…'

"No, she shouldn't have...this is not a fate anyone deserves," a new voice called out. Immediately Tandy and I were on alert. I grabbed her and and drew out my claws. Immediately we spotted a guy walking towards us, a guy very familiar.

"He's back!" Tandy cried out. I grew worried, this wasn't good, he had the home field advantage. I jumped in front of Tandy to protect her, my hand holding hers tightly, afraid to let go, or else, we were both dead.

Tyrone however didn't move or say anything. He just stood there, observing us, and in turn I observed him. He wore a brown hoodie and torn jeans. He looked...tired, and unwell, he looked nothing like the monster that brought us here...something was off.

"You're the real one aren't you?" I asked in realisation, "that thing out there...it took over your body somehow...you're the real one."

"What?" Tandy blinked, clearly confused.

Tyrone just nodded, "you're right...my name is...I...I'm not sure….I think it was T...T something ...Tyson? No...that's not it…" he stared off into the distance, thinking to himself.

I gulped, "what happened to you?"

He seemingly understood that. He looked up at the portal, we cautiously followed his eyes and saw images flash by, the portal serving as a sort of viewing screen to Tyrone's memories.

I saw him walking inside an alley, I saw him starving, I saw him steal from someone to feed himself, and then I saw him lured into a shelter for the homeless. People offered him a place to sleep and something to eat. But one bite of the food they gave, and Tyrone was out.

"Tyrone..." he muttered, "that's it...that's my name..."

We continued to watch. We saw him wake up in a lab surrounded by people in white coats. He tried to escape, but he couldn't. He was stuck there. The place was dinghy, creepy even. The people there pumped him full of drugs. I saw a familiar blue liquid being used on him, and then the image changed.

"This will activate whatever latent mutant gene you have stored up in your body," the man who said this had a british accent. The image cleared up, I saw a bald man with a strong jawline staring down at Tyrone, "this is going to hurt."

I recognized him, "Franchise," the guy Deadpool was trying to kill...Cloak was being experimented on by the same people! The ones who kidnapped people and turned them into weapons!

I saw Tyrone being tortured everyday, electrocuted, drowned, cut apart. Tandy gasped, I saw tears in her eyes as she grabbed onto my shoulder, squeezing it tight.

And then the image changed. One day, when Tyrone was being taken for more of his special treatment...he snapped. He charged, angry, people tried to stop him, but they couldn't. And then, he changed.

He exploded into shadows, they came pouring out of him, slicing people apart, swallowing them whole. Almost instinctively he grabbed the sheet they used as he bed spread and wrapped it around himself, forming his namesake cloak.

The guards had to be called in, mutants with their own special powers. They managed to beat Tyrone into the ground, one with sharp talons moved to kill him.

"Stop!" I looked up to see Ajax smiling down at him, "he's perfect. Seal him up, we'll have a buyer ready for him soon."

And then, Tyrone did the impossible. He allowed the shadows to eat him, teleporting away. The next moment he was in New York, walking through it, staggering around. I saw him walk in the shadows, starving, hurting.

And then...one night, he couldn't take it anymore. His hunger grew too much. I looked over, Tyrone should the first sign of emotion since I met him, regret. It flowed out of him like water. He felt sorry for what was about to happen.

A beggar came out, he saw the starving Tyrone and feed him scraps he managed to wrangle up. But it wasn't enough. Tyrone was still hungry, the shadows were still hungry. They exploded out and latched onto the beggar, the man was pulled kicking and screaming, before getting swallowed whole.

Soon more people followed, I counter each death, burning them into my mind. I caused this, without Dagger to sate his hunger he just kept eating. Fifteen people died. He ate and ate until...he found her.

He was attracted to her scent, the light she gave off, even before her powers activated, it was like a beacon for him. And that is how we found ourselves here.

"You're a monster," Tandy gasped in shock.

Tyrone hanged his head, "I know."

"No," I snapped, "he's not. He's not a monster. He's just...he can't control his powers, that's all."

"I killed fifteen people."

"Because you didn't know how to stop!" I cried out, "those men that turned you into this, they're to blame! Not you!"

"You are you so adamant that I'm not the monster you see before you?" Tyrone asked.

"Because…." I spoke slowly, "if you are...then this world has no place for people like us. I'm not saying you're guiltless Tyrone...no, but...you deserve a chance at the very least to make things right."

He looked at me, sad eyes and a defeated smile, "you know...you're kind of a nice guy...it's sad, we might have been friends in another life."

My spidey senses hit me hard. I immediately grabbed Tandy and leaped, just in time to avoid a huge tendril of shadows that almost crushed us.

"Tandy, hold on!" I told her as I created a whip of Vastha and cut into the shadows, Tandy's light reinforcing my magic.

"Girl," Tyrone replied, "you can do it...you're powers...it's like mine...but deadly. Please..stop me before I kill someone again," he whispered, through his voice carried out to us both.

"No Tyrone! There's still time! Let me help you! Please!" I begged, but just then, the entire world moved to us. Suddenly we were both wrapped around in a arm of darkness and raised into the air.

"Please...I don't want to die a monster," he begged as the arm shoved us out of his realm.

There was a flash of light as suddenly we found ourselves flying out of a cloak and landing in a heap in Central Park.

I got on my feet, standing before us was tyrone's body, now darker than before. "Light! Hunger! Hunger!" he growled as he charged ahead.

Skit!

I swiped at him, but like the darkness, this did nothing. He instead caught me in a tight grip before swinging me round and into a tree.

I crashed into it and collapsed down in a heap. I looked up, the darkness was moving to consume Tandy, the girl looking frightened. "NO!" I cried out.

But as it was about to consume her yet again, I saw the fear drain out of Tandy's eyes. I saw an iron will replace it, I saw...pure rage. And for a moment, regret.

I didn't realise it happened until it was over. There was a flash of bright light that ripped through Tyrone's cloak. I watched as several dagger of light came flying out of Tandy and into Tyrone's body.

He swaggered for a moment before falling on his back, coughing up blackish blood as he did.

"No..." I said in horror as I got up and ran to his side. I grabbed his head and held it on my lap as I watched him bleed, "stay with me man, please! I'll get help!" I was about to cast a stasis spell to hold him stable when he grabbed my arm.

"N-no," he coughed out, "this has to happen….I...I won't be a monster anymore," he looked over to Tandy, a genuine smile appearing on his face for the first time since we met him, "t-thank you...what's your name?"

"Tandy, Tandy Bowen," the girl who stammered in polite conversation replied with a steel in her voice. She kneeled down next to Tyrone, holding his hand in hers, "I'm sorry...I'm so sorry."

"No...you did what I asked you," his smiled continued to widen, "and now...I'm free," he coughed, more blood staining his cloak, "Tandy Bowen huh? I'm glad the last thing I'll see in this world is someone so...beautiful.."

And with those last words, Tyrone died. Tandy looked down, ashamed. And I looked down in horror. All of this...this was my fault...if I hadn't shown Tandy Bowen compassion that night..she would have remained homeless...she would have met Tyrone.

They would have been captured together, they would have awakened their powers together and then...they would have been each other's rock, Tandy keeping Tyrone's sanity in check. But by saving one of them...I damned the other.

And with him...the lives of fifteen other souls...why? Why did this happen? And how could I have prevented it? How could I have known?! I should have known! I didn't realise who Tandy was! Who she was meant to be! By interfering in her life I-I...I changed her destiny.

"Peter?" Tandy spoke quite, "are you okay?"

I looked at the frightened girl before me. I knew I should be angry at her, she killed someone who could have been saved. But she wasn't a superhero thn, no, she was just a frightened little girl...and she still is.

"I'm fine Tandy it's just..." I unwrapped Tyrone's cloak from his body, it had returned to the white bed sheet it once was, "I'm sorry we couldn't help him..."

"What do we do now?" she asked.

I looked at her. Immediately I recalled everything I could about Cloak and Dagger. They lived together, they fought against drugs together. They were an important interracial couple in comic books and they were also...technically mutants.

I sighed, "first, I need to take care of Tyrone," I reached down and closed his eyes, making him seem at peace, "and then...you need to learn how to control your powers. Sexy, call the police."

"I'm sorry?" Tandy blinked.

I smiled, "my AI, it's called Sexy."

The call went through, a woman picked up on the other side, "hello, 911, what's your emergency?"

"This is Spider-man," I replied, "there's been an accident at Central Park, one young African American teenager has been killed, a female caucasian has been hurt and," I looked around, no sign of Harry anywhere, "and I guess that's all. You need to send an ambulance and a squad car over, now."

"I'm sorry? Is this a joke?" the lady asked in a sassy tone, "because I do not have time for this."

"Lady, I am Spider-man, okay, the real one. Now send a squad over on the double!" I growled cutting the call.

Just then there was a roar of engines as suddenly Glider came flying through the trees, a pumpkin bomb in each hand, "where is that shadow freak?!" he cried out as suddenly he noticed us, "woah! Spider-man?!"

I sighed, so that's why he was missing.

Tandy blinked, "Glider? But how?" she was confused, but I understood perfectly.

"Ah, I was in the neighborhood," Harry admitted sheepishly in his disguised voice, "I saw Harry Osborn flying through the air. So I figured there was something wrong."

"Oh my God! Harry! What happened to him?" Tandy asked worried.

"Oh, it's fine! I got him to safety!" Glider quickly spoke, "I mean, he is my boss's kid, I would kind of loss my job if I didn't. Are you okay ma'am? Are you hurt?"

"N-no," she looked down, at Tyrone, "I'm fine..."

"So he's dead huh? Nice job Spidey!" Glider gave me a thumbs up, "guy was a monster. From what I heard he tried to kill-"

"Shut up!" Tandy and I roared at the same time startling Glider.

"Woah," he put up both hands in defence, "sorry...am I missing something?"

"No," I spat, "nothing."

"Right," Glider turned to Tandy and looked surprised, "hey ah...is it just me, or do you have a crescent moon glowing off the side of your face?"

Tandy gasped as she reached out and touched her new power mark, it glowed in the slowly darkening light, making her stand out even more. Tandy looked up, afraid, she had seen what happened to Tyrone, no wonder she got scared.

"It's fine," I told Glider, "it's a side effect from that shadow monster's attack," I'm sorry Tyrone, but right now I need to protect the living, "listen, it could still be around. I can't really swing around to search, can you do a patrol? That thing might still be around."

Glider was confused, "ah, what thing? Wasn't this guy the monster?"

"No," Tandy snapped, "he wasn't a monster...not in the end."

"He was being controlled," I supplied, "and whatever controlled him escaped after he gave his life to free us...so go, check out the park, if that thing gets out it's on you."

"Wait what?!" he cried out, "but that's not fair!"

"You want to be a fuckign hero?!" I cried out, "this is what you do! Some days it's not fair! Learn to fuckign deal with it! Now go, I have no patience for you right now."

He said nothing, sending me a glare before taking into the sky and flying away. Tandy looked at me, "why did you lie to him?"

"I never got along with Harry," I replied, "seeing him play superhero isn't something I want to see right now."

"Oh...wait...Glider is...Harry?" Tandy blinked, suddenly her eyes widened, "oh..." we went silent, looking down at Tyrone's body. I think the shock of everything that happened today made her numb to everything and honestly, I can't blame her.

"I did this," she slowly gasped in realization, looking down at Tyrone's body, "I killed him. I killed a man Peter..."

Yes...you did. But this girl wasn't a monster...she was still innocent. I sighed, I removed my helmet, showing her my face.

And then, I began, "Tandy...you did what you had to do...if I was in your position, I would do the same," I reached out and pushed a stray strand behind her ear, "you're not a killer, you're not a monster...you're a kind girl who made sure a young man who was suffering didn't spend the rest of his life as a monster. I know it's difficult but...you don't have to do it alone Tandy," I held out my hand.

For a moment she looked like she was going to say no. But then, she smiled and nodded, taking it and squeezing it tight.

And just then, there was a burst of energy as a circle with sparks rolling out of it appeared before us.

"Get back!" I cried out slipping on my helmet and standing protectively before Tandy. But it seems it as for nothing, as the person who stepped through the portal was none other than the Ancient One herself.

The bald woman stopped and looked down, her face morphing to one of regret at the sight of Tyrone's body. She then turned to me and Tandy, a small smile growing on her face, "I see...I suppose it would be fitting that you would decide the balance between the Lightforce and the Darkforce."

I blinked, "you're going to have to be a lot more specific than that."

"W-what's going on?" Tandy asked.

"What's going on my dear, is that you have become a vessel for a dimensional force far bigger than any of us," the Ancient One spoke before turning to me, "Peter...let me handle this. As skilled as you are, this is far out of your...expertise as it were."

I shook my head, "I made a promise Ancient One. Until she says so, I'm not going anywhere."

"What's going on?" Tandy asked, "who are you? Why are you here?"

The bald woman sighed, "I am...someone who does not mean you harm Tandy Bowen," Tandy gasped, I rolled my eyes, show off, "but, I am here to help. You can feel it can't you? The energy inside you? Just begging to be released? Begging you to allow it to grow, to save the people around you?"

Tandy's eyes widened, "h-how do you know?"

The Ancient One smiled, "because you are not the first person to be able to access the Light," he looked at Tyrone, "and he is not the first to access the Dark and sadly, like those before him, he too fell into its graphs."

"No," I shot back, "in the end...he didn't. He sacrificed himself, for us. In the end...he defeated the Darkness as well."

The Ancient One had a look akin to pity on her face. She nodded, "if you say so."

"How are you even here?" I asked her.

"I sensed their powers, all the way from Nepal," she replied as she leaned down to examine Tyrone's body, "at first I believe the darkness to have won. But then I sensed her...her power, her strength, it can be used for great things Peter. She cannot stay here...let me take her to Kamar Taj, let me train her."

"Wait, what?" Tandy asked, "Peter...what is she talking about?"

I turned dot Tandy, the words stuck in my throat. I sighed, "she's not going anywhere."

"If she doesn't, she'll hurt the very people around her," the Ancient One spoke.

"How can she?" I asked, "she's not darkness, she's the light! What could she possibly do to us?!"

"Do you know how the light works?" the Ancient One asked, at my silence she continued, "it doesn't just give out energy, it feeds on her life force. Just a little yes, but still, she burns so that others can heal. And if she doesn't learn how to control it...she'll burn herself out."

I was stunned, shocked still. Tandy gasped behind me, I knew the Ancient One didn't lie, she wouldn't, not for this. I knew I had no choice, if it meant saving her life….Tandy had to leave.

I turned to her, she looked scared, so very scared. "Peter...am I going to die?" I looked down Tyrone's body, stark reminder of my failures, of what happens when I interfere.

"No...you won't," I pulled her into a hug, holding her tight as she cried in confusion and terror, not understanding what was happening to her. I trune dot the Ancient One, "if you ever let anything happen to this girl, I will personally hand deliver every single Infinity Stone on the planet to Thanos and step aside to watch him blow this Universe to hell, do you understand?"

The Ancient One didn't treat it as a jest, because she knew it damn well wasn't. She nodded, "I understand."

I nodded, "good," I turned to Tandy and slowly pulled her away, looking into her eyes, "Tandy...you have to go with her. She'll protect you, do you understand? She'll make sure nothing ever happens to you...so you won't end up like Tyrone."

She looked afraid, but she nodded, "r-right. I understand. I-If you say I have to then I will."

I felt my heart break, this girl...this poor trusting girl...if she knew what I did...she wouldn't even look at me.

Suddenly there were police sirens in the distance, the police had arrived. I turned to the Ancient One, "go, now. Talk to her uncle, get this sorted out. If she just disappeared it would be an issue."

The Ancient One nodded, "I'll handle it all. I promise."

Tandy looked at me, "c-can I see? One last time?"

I nodded as I removed my helmet, looking at her with my own eyes. She didn't say anything, instead choosing to lean forward and kiss me on the lips.

Her hands on my face, her palms cupping my cheeks. She tasted sweet...like cherry. And then, it was over.

I don't remember what happened next, it was a dull blur. I remembered watching her leave. I remembered waiting with Tyrone's body with my helmet on. I remembered Harry coming back as Glider and telling me he didn't find anything suspicious.

The police came soon. I had to face questioning for over an hour, obviously the first time I explained the story things didn't make any sense, even for this town. But eventually my good will with the people won out.

I swung away and soon found myself on the top of the Empire state building looking down at the city. I killed him...I made him a monster...so what did that make me?

I curled myself into a ball. What was wrong with me? I had pushed Reed away, Liz and MJ...well, I can't blame them.

Was I truly alone? I looked around and I realised...no...I wasn't.

 **Half an hour later:**

I leaped down from my car and landed on the mansion roof quitely. I carefully moved to her room and jumped down to her balcony. I removed my helmet and put it away, I wouldn't need it, not here.

I knocked on her balcony doors and waited. The lights came on inside her room. The curtains were drawn and the doors swung open. She wore a pair of light purple PJ's and a pink top, her red hair coming down till her lower back, her frame stronger than I last remembered.

"You're late," she smiled.

I looked at the clock in her room, it was ten in the night. I smiled sadly, "sorry," he held out a box of chocolates I had bought at the last moment, "forgive me?"

Immediately Jean frowned, "Peter...what happened?"

I closed my eyes and thought, " _so very very much,_ " I sent her images of my day into her mind, my pathetically novice abilities at telepathy proved even that a challenge.

She didn't say anything, she didn't speak. She took the chocolate and guide them to her night stand without a word. She took me by the hand and into her bed. She pressed the spider symbol on my chest and released the costume.

I didn't even know she knew how to do that.

She threw the costum away and pulled me under her covers, wrapping her arms around my head and pressing her chin on my head gently caressing my back, "it's alright Peter...it's alright."

"I wasn't strong enough," I admitted, barely able to hold back breaking down in her arms.

"No, you weren't...but you saved one...that's enough," Jean kissed my forehead, "even one life can make a difference."

I smiled, "when did you get so wise?"

She chuckled, "I had to...if I wanted to walk besides you as an equal."

I sighed, "I'm not wise...a wise man would have known not to interfere."

"What do you mean?"

" $##$%" I tried to tell her, but couldn't. I sighed, "I'm sorry...but I can't...I can't explain it."

Jean nodded, "it's fine...tell me...did you try to do what's right?"

"Yes."

"Then...that can never be the wrong thing to have done."

"But if I hadn't done it...things would have been better."

"Better? Or Easier?"

"Better."

"How can you know that?"

"I do."

"Then maybe you should ask yourself if you could do it all over again...what could you possibly do differently?"

Not save a homeless girl? Not try and protect her? Not...not be a hero? No...no...I would have done the same thing...if anything, I would try and save them both...I failed him...I have to live with that.

I slowly pulled away and looked up at Jean, "Jean...do you think me being in your life was...was for the best?"

She smiled, leaning down to kiss me. This time the kiss wasn't a sad goodbye, but of a fiery and passionate hello. I let myself be lost into it, slowly gaining the spark that roared into a fire that gave me the drive to wrap my arms around her and kiss her back.

Jean smiled as she pulled away, "yes Tiger. I do, you were there for me when I thought I was a monster. You saved me, you showed me that I can be someone important, that I can be a good person, even if I'm different. You were there for me Peter," I felt the clouds of sadness slowly lift, "just for tonight...let me be there for you. Happy Valentine's day Peter."

"Happy Valentine's day...Jean."

* * *

 **Hm, I'm slowly thinking Jean would be so much better as a GF. Hey, does anyone here do art work? Or recomend one? I would so love one made of this Peter and Jean, would be sweet. Anyway, just a thought.**

 **Anyway, since this cold is determined to make me misirable, I'm going to bed ealry, if I don't update next week I'm probably dead or something. See ya!**


	49. The Annoying Glider

**April:**

It had been two months since Valentine's Day. I had finally managed to put Tandy out of my mind. I wasn't able to talk to her, apparently the Ancient One was putting her through the ringer, barely a moment to speak.

But luckily for me the past week had been filled with more than enough work to keep me distracted.

The first thing I had to take care of was Tyrone's funeral arrangements. I payed for him to be cremated and placed in a biodegradable urn. I had Sexy scower the public records for his closest relative, only they too were dead.

I tracked down their graves and buried Tyrone between his parents. I don't know if he would want that or hate that...I didn't know anything about the guy but...I hope I made the right call.

After Tyrone's burial I decided to investigate the monsters who did this to him in the first place. Roxxon.

It took me two weeks to even trace Tyrone's final steps to his last location. A warehouse in the Bronx, but when I entered I found it completely bare, no sign of Roxxon anywhere.

In fact, after Valentine's day Roxxon had become quite. Only their fossil fuel management branches remain open, their weapons research and development sectors moved out of New York and set up elsewhere. It was almost like they did it because they expected someone to come snooping about.

They were clever to say the least. I didn't get a single sherd of evidence on them, not a paper trail to follow, not a corrupt high ranking member to blackmail, nothing. After the third week I ran into a dead end, no leads, nothing.

I had failed Tyrone's memory, I had failed to bring the people who turned him into a monster into justice. I had to forgive myself for this sin...but I did not forget. One day, Roxxon will pay for its crimes.

I locked myself in my lab, fully focused on work….I needed to distract myself. I had plenty of time to spend in the lab, finally making some practical progress on the unstable molecule front.

I managed to create a few prototypes for my project, so at least they worked. But I kept my old costume still, I won't change it until I finished making the Vibranium infused costume that I had planned. Which was taking a lot of time to put together.

I attended school, more because Richard forced me too rather than my own desire. I was actually questioning just skipping ahead, I had the grades, I could just join a college starting next year, but again, Richard insisted I gain friends.

Which really wasn't going anywhere. MJ and Mark were still going out, so she and him continued to be focused on their music. MJ and officially become the band's lead singer, that girl's vocals were something else.

Liz, Flash and Harry were back to being BFF's, guess him almost dying made her forget how much of a jerk he was.

So that left me alone...which wasn't half bad. I just went in, did my work, and went out. And the moment I was out those doors, I was free.

And freedom was good.

I was currently in Johnny's lab with my car placed on his workshop. He wasn't using it currently, his attention more focused on research rather than any practical discoveries. So I decided now would be the perfect time to upgrade my car.

The first thing I did was put in a defence system. I find myself having to fly into dangerous situations time and time again, and having shields would be useful.

I decided the best thing to do was design a forefield or something around the car, a way to make sure nothing harmful got too close. It took some working, but I managed to create a device that would emit low intensity muon particles,the same thing the repulsor technology used.

The device did in fact look like a repulsor, circular with a black finish. It would emit a large force around fiv feet in length around its surface. It was a little rudimentary, just pure force being pushed out to form a shield, but I currently don't have the technology to make anything better.

I installed on on each door, two below my headlights, one on the hood of the car and three on the back bumper. It wasn't perfect, but it was something.

And then I began working installing cloaking tech into the car, like the retro reflective panels the helicarrier used. It took some work, but I did have two months to work on the car. Johnny lended a hand now and then, so did Reed, though the latter did it begrudgingly.

Currently I was working on the thrusters installed in it, they weren't fast enough for my taste. It took me 16 hours to reach South Africa, I needed to be faster.

I was working on the energy output and laying down new wiring in the back when suddenly Johnny came running into the lab and yelled, "you have to see this!"

I rolled out from under the car and look up at him, "what?"

"Come on!" he urged, "you have to see this to believe it!" His urging looks made me worry, what could be so urgent?

I got up and followed behind him to the lounge. We weren't alone as Sue and Reed were already there, all eyes glued to the TV.

" _If you're just going us the Latverian ruler, Victor Von Doom has signed a peace treaty with the United Nations to establish trade between his nation and the world. The various crimes Doom has been convicted of has been pardoned, SHIELD has written a detailed report on this issue, serving to remove all guilt. As some of you may recall the dictator last year attacked the Baxter Foundation, home to the Fantastic Four, this was explained as a case of mild insanity, caused when the FF trapped him inside another world for seven to eight months. We aren't aware if there will be any legal charges brought up against the FF, now that Doom is no longer considered a criminal, that is yet to me seen._ "

"What?" my voice cold, neither harsh nor soft.

Sue and Reed turned to me, worried looks matching their faces.

"How? How could they do this?" I growled.

"It seems Victor had something SHIELD wanted. Supposedly he agreed to help them with a project...something which I refused to do," Reed supplied.

"So they turned to a mad man?!"

"Peter," Sue was on her feet immediately, "I promise, we won't let him harm you ever again, do you understand?"

I couldn't do it...I was just too angry right now. I turned and left without looking at them. I locked myself in Johnny's lab, immediately thinking of all the ways Doom could try and fuck with us, all the ways he could win. I needed to be ready...all of us needed to be ready.

I needed to use the arcane texts I had, magic, yes, that's his strongest weapon. I need to learn what he knows, the wall carvings and tomes Doom himself carved into the walls of his Negative Zone home. I had been putting these off for sometime now, but if he's coming back, I'm taking on every advantage I could.

I need to set up a plan of attack, he had magic and science on his side and an entire conroy's worth of ammunition and wealth on his side. I had...well, I had Tony Stark of speedial. I need to come up with an effective battle strategy, but Doom's too smart to be tricked and far above my capabilities.

I turned to my car, I needed every advantage I could get...magic...technology. Maybe it was time I stopped thinking they were both different things.

"Sexy, can you access Johnny's terminal?" I asked allowed.

" _His passwords is 'Mighty Morphin Power Rangers', what do you think?_ " she asked, already integrated into his lab's systems.

"Good. I want you to set up a new project, call it 'The Technomage', list the details as efforts to combine science and magic, using science to identify and control the properties of magic."

" _Understood._ "

"Oh...and list a new project under Technomage, code name: Spider-tank," I looked at my car. If Doom was coming for us, it's time I get ready for war. I only had one problem, storage, but I also learnt how to make my own bag of infinite space before leaving Earth 982.

I got to work. I had to redesign the entire system, working the weapons into it...and, if I'm going to using a pocket dimension of infinite storage...I might as well use it on everything, covering more space and putting in more weapons...yeah...that sounds like a good idea.

I pulled up the specs for my car and began altering it. There was only one problem with my idea, and that was surface space. The weapons can be stored anywhere, making them any size, but they would have to occupy a limited amount of surface space on my car.

So I began to make plans. The first thing I did was designed weapons. I have never done so before, I found it to be a slippery slope. Peter Parker's intelligence and my creativity were an impressive combination, it allowed me to make creative inventions, but put that focus on weapons...and I'm somewhat afraid of what I can form.

I figured it should be simple, something powerful, yet simple in design. So I chose the first thing that came to my mind, repulsor cannons. And since size wasn't an issue, I could make them as powerful as I wanted.

 **That night:**

 **Blood Toxicity: 21%**

I sighed, I thought about using Franklin's blood to boost myself the moment I heard Doom might be after me. But...I still wasn't full recovered for it. I returned back to my work, but before I knew it, it was dark outside, and I was exhausted.

I decided to call it then and there and left the lab, my car had been taken apart and was lying broken on Johnny's floor, I had made some progress, but not enough.

I moved to the lounge to grab something to eat before I head home, and I was surprised to find everyone gathered around the dining room table, with a new member joining us.

The woman looked to be around early twenties, maybe older. She wore a grey pant suit, and had a briefcase open next to her, so maybe a lawyer? She had reddish brown hair tied up in a bun, smooth legs and half rimmed glasses.

She was pretty enough, judging from the way Johnny stared her it seems someone had a little crush.

"Hey," I said gaining they're attention, "what's going on here?"

"Ah. Mr. Parker, just the man I was looking for," the lawyer lady turned around and got off her seta, approaching me for a handshake, "Jennifer Walters, I'm your attorney."

I blinked, Jennifer Walters...holy shit! This is She-Hulk?! Fuck! I blinked, "ah...can I help you?"

"Peter," Sue spoke, "she's here to help us out with Doom."

Now I was confused, "Doom? What did he do?"

"Well, after the announcement out of the UN this afternoon I figured it would be smart to have a lawyer, in case those talks of him suing us for throwing him into the Negative Zone ever came true," Sue expliend, "so I called Ms. Walters here to try explain if we are in any real danger or not."

"Yeah! If anyone can help us it's Jen!" Johnny grinned.

I raised an eyebrow, "down boy, you have a girlfriend."

"Shut up!" Johnny glared and hissed.

Jennifer gave a small smirk, "he isn't wrong Mr. Storm, I'm far too old for you."

Johnny sighed, "will you both please stop?"

I turned to Jennifer, "so what's the deal Ms. Walters? Does Doom have a case against us?"

She groaned, "well, from what I can see...no," we breathed a sigh of relief, "while under normal circumstances Doom could be able to sue you, these are not that. He attacked you, and from what I understand his tampering with your…'portal', caused the dimensional opening in the first place, yes?"

Reed nodded, "yes. We had to stop him, the portal was the only way to do that."

"Hm...well then that could hurt you Mr. Richards," Jennifer stated sadly.

"Wait, what?!" Johnny cried out, "what did you mean?!"

"While Doom can't sue the Baxter Foundation as a whole, he can go after Reed alone," Jen said adjusting her spaces, "you see, Mr. Richart's actions can be considered attempted murder. Sending Mr. Doom through this portal was an over use of force."

"But he was just protecting himself!" Sue argued.

"A lawyer can make a case that Richard could have simply pushed Doom aside or anything else. When you attempt to kill a man, instead of simply protecting yourself, that's attempted murder."

Reed looked shell shocked, Johnny and Sue were stunned. I didn't know what to say, unless...yes...I did. "What if he wasn't the one to push him into the portal?" I asked.

Jean looked at me curiously "what do you mean?"

"There were two people there that day, Reed and Spider-man," Sue and Reed grew wide eyed, Johnny still didn't understand the implications of what I was saying, "Reed just punched Doom, he didn't actually push him in. The person who did that, was Spider-man. So, legally speaking Reed did defend himself, Spider-man was the one who performed attempted murder."

"Peter-" Sue began, but stopped at my glare.

"Is this true?" Jen asked Reed, glaring at him.

The man looked at me in disbelief, he couldn't understand. Slowly he nodded, "y-yes...it's true."

"Do you have proof?" she asked.

"Wait! This isn't fair!" Johnny cried out, now finally realising what I was trying to do, "you can't blame this on Spider-man! He was just trying to protect us!"

"It's either that of Reed gets sent to prison Johnny," I shot him down before turning to Jennifer, "there are security tapes of that night I'm sure...will that be enough?"

Jennifer sighed and nodded, "yes...it should be enough. But...you realise that by doing this, you're labeling him a wanted criminal."

I shrugged, walking past them to the fridge to grab a tub of chocolate chip ice cream, "he's already a criminal. He's a vigilante who works outside the law, unlike Glider…, in reality he's always been wanted, it's just people accepted him. Do it, it's better a criminal than Reed."

Jennifer nodded, "yes, I suppose you're right," she packed up her files and put them away, "Sue, I'll need the tapes of that day delivered to my firm. Doom hasn't yet pressed charges, but if he does, I'll need them to prove Reed's innocence."

"R-right," Sue nodded, "I'll send them over as soon as I can."

"Good," she nodded to us, "I'll see you all soon."

"Jennifer," I called out munching on a scoop of ice cream, "you should really talk to Bruce. He misses his family. Rightnow the closest thing he has to a friend is Stark, and that's a fate I wouldn't wish on anyone."

Jenn's eyes widened, "h-how did you know?"

"I'm a big fan of his work. I read all his papers and published articles," I shrugged, "I researched on your cousin a lot, he's kind of like my science idol, right after Reed of course," Isn't a wink at the guy.

"And you knew I was related to Bruce through...a Google search?" Jennifer asked in disbelief.

I shrugged, "I'm pretty smart. In case you didn't figure that out from my job," I pointed around, "anyway, I'm serious, he's like super lonely, could use some friendly faceses..."

She looked at me, narrowed eyes analysing me for any sign of lies, but there were none. She nodded, "I will….goodbye...Peter." She turned and left.

Almost immediately Johnny turned to me, "what was that?"

"I know her cousin," I replied with a shrug, "they don't talk much, thought I should do something to fix that."

"I think what he meant is why you just served yourself up like a fish on a plate Peter!" Sue hissed.

I shrugged, "no I didn't. I served up Spiderman, totally different."

"Peter listen-"

"-No you listen," I slammed the cup on the table gaining their attention, "Spider-man is just a mask, nothing else. Okay? But Reed doesn't hide behind a mask, he's exposed like a nerve, so he can be locked up. He has a home address a social security number, he's a citizen of the United States. But Spider-man? He's nobody. Just a man in a mask.

"Plus with my title as an Avenger and the man who saved the President of the United States, do you really think people are going to be in that big of a hurry to serve me up? No, if Doom does sue the Spider, he'll have to come here and catch me himself, because the police aren't organized enough for that and I doubt Fury is going to help take down one of his own. Especially when he himself had me trained to avoid capture.

"So that leaves Doom with one option. To come here and take me down himself. And if he does that," I release my stingers, "I'll be ready for him."

The FF were silent, looking at me, I could tell what they were thinking, my amateurish power at telepathy able to do at least that.

" _Why is-such a fool,_ " Sue smoltered.

" _Damn-cool,_ " Johnny was impressed.

And Reed...Reed was racked with guilt and just below that, hate, " _I'm useless..just useless._ "

I sighed, "anyway...I'm going home for tonight. Call me if something happens," I left, heading for my lab where I kept my web swinging equipment. Without a car, I'm going to have to web swing my way home.

As I put on my costume and opened up my window, my phone began to ring. I looked at the caller, it was Matt, curious I picked it up, "hello, you've reached the sexy Spider-man, if you're horny or have horns, I can help. But only if you have a nice ass, or else forget."

"I don't mean to toot my own horn but Foggy claims the suit makes me look like a high paid stripper who like cosplaying," Matt snorted on the other end.

"Hey Devil, what can I do you for?" I asked as I leapt out into the air, landing on the building wall and closing the window behind me.

"I tracked a drug den just North of the Bronx, they sell to mostly rich kids and prep students, but they're slowly building up the revenu to grow bigger in size. They just bought five crates of automatic assault rifles and are planning to move in on the Irish. You in?"

I smirked, "yeah, I mean, I kind of had plans with a large cheese pizza, but for you, anything. Give me a location."

"Right, see you soon," Matt cut the call, five seconds later I got a text with the exact location of where to meet him. And I kicked off the building and swung away.

I reached the warehouse Matt sent me in around ten minutes. I found him spying on the gangsters bellow through the skylight on the roof. I landed behind him and quite joined him.

"How many?" I asked.

"Around fifty," he whispered, "they have...around twenty guns, I can't tell how much ammo, maybe three clips each. But the rest are also armed, handguns, knives...I think one of them is carrying a bowling bowl in his bag."

I blinked, I looked down and sure enough I spotted a guy near the back with a large bag and it was shining down, like it was being weighed down by something heavy. "That's...weird right?"

"Very. So what's the plan?"

"Hm...well we can't go in head on. I mean I could, but it would be too messy."

"And you'll be riddled with bullets...unless your suit is bullet proof as well."

I smirked, "working on it. Anyway," I looked around and noticed the alarm system and fire extinguishers present all around. I also noticed that most of the light inside came from just five large overhead tubes on the ceiling.

I smirked, "got it"I looked around, twenty fire extinguishers, took out twenty spider shurikens from my utility belt and passed another five to Matt, "can you tell where the light fixtures are?"

He was silent for a moment before slowly nodding, "they're large, they make a lot of sound...relatively speaking. Shouldn't be a problem."

"Great. I'll puncture the extinguishers and you take out the lights, they won't risk shooting each other in the dark. Oh, and Sexy, when we begin, turn on the sprinklers."

" _Understood Spider,_ " my AI responded promptly. Matt opened the skylight and carefully landed down on the overhead rafters. He then lowered himself onto the largest pile of boxes in the room and gave me a thumbs up.

I readied my aim and threw the shurikens, two at a time. I threw them as hard as I could, they flew fast and true, flying with such precision that they punctured the metal casing of the fire extinguisher on impact.

PFT!

"Oye! What's going on?!" the gangster began to yell as parts of warehouse began to go up in smoke, blocking their field of vision.

Crash!

One by one the lights went out, Matt's aim never missed. Man it's scary that a blind guy could do that.

RING!

The fire alarms went off, immediately the sprinklers went off. I tapped the side of my helmet, activating my night vision and jumping down.

"What the hell is going on?! Someone get the damn lights!"

I moved to the exits and sealed them shut with webbing. I then began to stalk our prey, Mat and I using the darkness to our advantage.

They didn't even see us coming. Matt and I snuck behind the ones separated from the rest of the group. I walked up behind a man in a black hoodie with a gun locked and loaded. He was on alert, I walked up behind him, grabbed his head and smashed it sideways into a wall, knocking him out.

"I heard something!" someone cried out. I jumped up and landed on the wall. I then looked down and watched as three men found their unconscious friend, "we got someone down over here!"

I grinned as they left him, walking around, looking for me. I looked over and saw Matt take down two gunmen at once. I couldn't help grin in excitement, this was exactly like the Batman Arkham games! Hehe!

I moved, I snuck behind another one and knocked him out. And when an alley of his check upon him I grabbed him with my webs and lifted him into the air, leaving him hanging upside down before knocking him out.

Slowly I moved, more and more fell in the darkness, now they began to grow wise, they realised something was happening. The smoke of the fire extinguishers were spreading, the darkness scared them, the sprinklers blocked their line of sight.

Soon only half of the original fifty remain so they grew smart, huddling up close together, having each other's back.

Matt and I got together, "do you have a plan?" he asked.

I looked around night vision wasn't as clear as I would like it, I will have to change that. But...wait...the water, the sprinklers have been on for so long the entire surface of the warehouse was drenched. And I had the power to form electrical blast….hehe.

I nodded, "yeah, here's what we do-"

BOOM!

The far wall of the warehouse exploded open as a figure in black and green came flying in on a glider. Glider flew around the warehouse, agining all the attention, a bomb in each hand, "what do we have here?! You guys have permits for those guns?!"

"This dumb mother fucker," I gaped at his stupidity.

Immediately he noticed me and Daredevil, "Spidey? You're here too?!" Matt face palmed himself, I was too shocked to reply.

"It's Spider-man! And the Devil!" one of the gangster cried out. The hole Harry blew into the warehouse had caused a small fire to start around the opening, lighting up the previously darkened warehouse. Meaning they could see us both clear as day.

"Waste them all!" they all took aim at us with their gun.

"I got this!" Harry moved between us and the guns and threw his pumpkin bombs at them.

"No! You idiot!" I cried out as I jumped over him and threw two web lines out, catching the bombs and swirling them upwards.

BOOM! BOOM!

They exploded near the ceiling causing the roof to break open and come falling down. Matt and Harry moved, avoiding the falling debris, and the criminals also survived, now all rushing to the exit.

"It's locked!" they cried out, realising my webs were covering it all.

Harry then came flying behind them hovering before them with another bomb in his hand, "give it up, it's over!" Harry cried out. I growled at him, that freaking lunatic!

"Fire!" the criminals cried out, Harry moved away, getting ready to through the bomb, not if I had anything to say about it.

I came swinging in, kicking the bomb out of his hand, "hey!" he cried out, but I ignored him. I landed before the criminals, immediately they all began aiming at me.

I crossed my arms forward before throwing them outwards, immediately forming a giant circle of magical energy before me, "shield of Sharum!"

Ting ting ting!

The bullets began bouncing off the shield. I grunted, holding the shield up. One by one they began to run out of bullets, forcing them to stop to change clips.

I dropped the shield and charged electricity into my arms, drawing as much energy as I could into the electrical discharge and slamming my hands into the soaking wet floor, "light up!"

The electric energy raced out of my hands, I had very limited control over them, but I could point them in the right direction, causing the blue energy to come flying out and hit the soaking wet gangster before me, showing them to make them drop their weapons and hit the floor.

I stopped the flow of energy and panted, that took a lot out of me. Matt immediately jumped in, beating up the partially paralyzed me. One managed to get to his feet, but Harry quickly flew in and hit him with one end of hsi glider, knocking him back down.

Matt finished up the rest of them quickly, without giving them enough time to grab their guns, the men didn't stand a chance. And after I recovered enough strength, I was able to tie them down with my webbing.

And there we stood, the three of us over fifty beaten and unconscious gangsters.

"That-was-awesome!" HArry cried out as he landed the glider before us and jumped off, the way you just electrocuted them! Oh my god! How did you do that?! Do you liek have Electro's powers or something?! And how the hell did you stop all their bullets?! That was so freaking cool!"

"Stop," Matt spoke softly, cutting Harry off, "we need to leave, the police are approaching."

"Ah...oh, right, but ah, well you guys should go, I can handle them," Harry said giving a thumbs up.

I narrowed my eyes at him, his attitude, his joking manner...it pissed me off. Not because it was my thing, oh no, it's because he's a fucking moron. And I think it's time we have a talk, hero to wannabe.

"No," I spoke, gaining their attention, "let the police handle this, you and I need to talk."

Glider blinked, "what? But why?"

"Because I said so," I shot a web line and went up the skylight.

I listened and I could hear the two down below talk, "am I in trouble?" Glider asked.

"I'll tell you one thing," Matt snorted, "I've never seen him sound that serious."

I waited on the roof and Matt and Harry soon followed. I looked at him and growled, "what the hell were you thinking?!"

Glider was taken back, "w-what?"

"You tried to blow them up?! Are you fucking stupid or just crazy?!" I asked.

"I-I mean, I just-"

"Just what?!" I snapped, "thought you could use a fucking bomb to stop criminals with guns?! What the hell is wrong with you?! Is your first reaction to any problem to blow it up?!"

"I...I just wanted to help," Harry looked down in shame.

Matt sighed, he walked up and placed a comforting hand on Harry's shoulder, "I know you do kid but...you need to be careful. Spider is right, we had the situation handled, but by coming in guns blazing...you risked all of our lives."

"And that's not including the fact you tried to blow them all up!" I snapped.

"B-but they're just criminals," Harry argued.

"It doesn't matter," Matt told him, "we aren't the law, we aren't above it. And while we aren't allowed to enforce it...we do so only because we try to make a difference, no matter how small it may be. We don't kill, unless we can help it. Because the ones those people need to answer too?" he looked down, Harry followed his eyes seeing the police booking all the criminals, "are the people. Not us."

"Don't waste your time Devil," I snorted, "he won't understand any of that. He's just a spoilt trigger happy brat. He won't have to worry about cleaning up after himself or consequences because Oscorp will always be there to clean up after him."

And almost as if to respond to my statement an Oscorp clean up van can rolling in, the people began to assess the damage, I used me advanced hearing, apparently since the warehouse was owned by gangster they didn't have to pay for it's restoration like they normally would have too.

"Hey! You don't know shit about me okay!" Harry cried out, "you don't what the fuck I've been through!"

I raised an eyebrow, clearly amused. "Oh, I think I do..." I was about to reveal his identity but decided against t. I knew it wasn't a good idea, no...I'll keep that secret for myself, a trump card of sorts.

"Kid," Matt said quitle, "you have potential, I'll admit, unlike Spider and I...you can work with law enforcement. That automatically makes you a better hero, but if you act like this...you're more likely to destroy the city than save it."

"You can say that again," I snorted.

"W-what can I do?" Harry asked, "how do I get better?" And that surprised me, I honestly didn't think he cared, but the emotions I detected from him, anger, hate, sadness, hope...he hated himself, but he actually wants to be a hero...hm.

"You can start by learning some tactics," Mat suggested, "before you burst onto a scene, think. Today, instead of coming in guns blazing, you should have waited an observed. And if Spider and I needed help, only then should you have stepped in."

"Okay...yeah, I see," Harry nodded slowly.

"Good...tell me, do you know self defence?" Matt asked.

"Ah yeah, my d-boss, Mr. Osborn, insists I learn a few of them. He has me training with three different people. I know karate, judo and taekwondo."

"Hm. And how much fighting experience do you have?"

"I-I have been in a few brawls."

"So none," Matt humned, "that's fine...focus on fighting for now. Don't rely on your weapons, rely on your fist, be...be precise in what you need to achieve. An explosion is useful, but in some situations you need a scalpel, not a butcher knife."

"Right," Harry nodded, "please, if you have anything else, I'm more than willing to hear you out."

"Well...I don't really have much," Matt turned to me, "care to help him out Spider?"

I snorted, "why? So that he can become an even more dangerou threat to himself and the city?"

"Spider that isn't fair," Matt sighed.

"No, he's right," Harry spoke up, surprising me with that action, "I am a threat...and I am a moron...but I don't want to just sit back and...be useless," he spat, "I have these skills, I have this chance to make a difference and I want to. My friend...well, at least he was my friend, I don't think he likes me very much these days...his uncle has a saying that he used to repeat to him all the time, he said it to me. With great power comes great responsibility. I know I'm a threat but...I won't stop..I will fight for this city with everything I have. I promise."

I was stunned still for a moment. I had actually gasped quietly when he repeated my own moto to me. I remember he and Peter were told that by Ben so much when they were still friends...I didn't think he would remember.

It's been two months since Harry started taking the Green Fields serum and...and he hasn't once shown any sign of mental instability. He was trying to be a hero...maybe...maybe until he snaps and become the Goblin...I should let him at least try.

I sighed, "get rid of the damn bombs," Harry and Matt looked surprised, "Devil was right, they aren't something you need when fighting crime. Use it only for the big guys, nothing else. And even then, use it only when people aren't nearby, they aren't a toy, they are weapons."

Harry nodded, "right. But, what do I use instead? I mean, you have your webs, the Devil has his clubs. Until I can fight properly I'm kind of useless."

I humned, "well...use the tools you have at your disposal," I took out my shuriken, "anything you can get your hands on can be a weapon. Use a baseball bat if you have to. Hm...wait, I think I can actually do you one better."

I held up my SA and began running through the Oscorp serves, displaying a new weapons project they announced for the military. It was announced around a year ago, but it never got off.

"Here," I displayed the image of the weapons, a pair of thick gauntlets and a staff, "electrical discharge gloves and a riot control staff. Should be more than enough to paralyze and stun a normal human being."

Harry looked surprised, "woah, I didn't even know they had these."

"You have an entire company backing you up, use their resources Glider," I closed the SA and walked out the roof's edge, "and I swear to God, if you ever act like an idiot like you did today...I'll make sure to take you down, hard. Do we understand each other?"

Glider nodded, "yes sir."

"Good," I shot a web line and swung away. I went a block away before turning around and watching him and Matt talk some more. Soon Harry got on his glider and flew away while Matt made his way over to me.

"Why were you so hostile?" he asked.

"You remember him mentioning a friend that wasn't a friend?" I asked.

"Yes."

"That was me," I whispered.

"You know who he is? Who he really is?" Matt asked surprised.

I nodded, "yeah...I know him...I know how he acts...he's arrogant and stupid. But...maybe he can change...but until he proves that, I don't care who the fuck is backing him up I will bring him down."

"I see….is he dangerous?" Matt asked, an edge to his question.

I looked at him, "he has the potential to be the strongest enemy I will ever face."

Matt said nothing, we spent five minutes in silence, just watching the police arrest the criminals we captured. After that there was another siren that called our attention. Overall, it was an ordinary night for us.

At around one in the morning I made my way home. It was a long night and I was frankly exhausted. I swung into Queens in the middle of the night and managed to make it into my bedroom without much sound thanks to practise.

I slipped out of my costume and turned my red backpack into its disguised black form, shoving it under my bed. I sighed, seeping into my bed, wearing only my boxer shorts for comfort. As I curled underneath a blanket and relaxed my head on my soft pillow, I found myself slowly going to sleep.

Bang bang bang!

And then some mother fucker began slamning on my front door!

They weren't very loud, at least from the first floor. No one else could probably hear it, but I could thanks to my enhanced hearing. At first I just chose to ignore it, figured they would leave, who the hell knocks on someone's door at on in the night?!

But then the knocks kept coming, more and more frantic. I focused on my hearing and I could just about make out a woman's voice crying out, "help! Please! Dr. Parker!"

Immediately my eyes shot open and leaped out of the bed. Richard, did he do something? Did something happen? I didn't even bother dressing up as I ran out of my room and leaped down the stairs in one jump.

I dashed to the front door, the knocking now obvious to anyone, I grabbed the door and opened it quickly, and standing on the other side was a girl.

She gasped, our eyes met for a moment and immediately I felt my heart skip a beat at her beauty. Short blonde hair in a bob cut with a black band on her head and piercing blue eyes. She had a green hoodie on with black jeans and purple shoes.

She was beautiful to say the least, like an angel, soft delicate features with plump pink lips and soft hair than reflected light off of it. And her eyes...they looked like water, pure and absolute.

Those eyes slowly widened, she gasped, "you have to help! There's-there's," her eyes immediately went down, lower, past my face, down my chest and stopping at my boxers. Immediately the girl's face turned red in embarrassment.

"Y-yo-you're naked," she stammered out.

I blinked, "ah...yes...I am..."

"Oh...okay….wow," she stammered, her eyes continuing to roam around my body, "you ah-you work out?"

"Ah...yeah," I started to feel embarrassed, "can I help you? Why exactly were you knocking on my door at 1 in the morning?"

Immediately fear came back into her eyes, "r-right! Listen, do you know a doctor Richard Parker?! I have to talk with him, now!"

"Why exactly do you want to talk to my dad?" I asked as I reached behind the door and grabbed one of Ben's old coats to cover myself.

"Ah, well," she murmured, "I kind of need his help and...you know..." he blinked again, "god those are tight..."

I sighed and snapped my fingers twice gaining her attention, "hey, my eyes are up her blondie."

Immediately she blushed, "so-sorry...wait, did you say your dad?! You're Richard Parker's son?"

I nodded slowly, "yeah, I am. What happened? Why do you need to talk to my dad?"

"M-my boss, Dr. Curt Connors is an old associate of your dad's! He said if anything happened to him I should contact Doctor Parker!"

My eyes widened, Curt Connors...the Lizard, like the Amazing Spider-man movie, which means….immediately something in my head clicked.

She continued, "where's your dad?! I have to talk to him! Doctor C tried to replicate some formula your dad and him worked on in college, but something went wrong! When I came to his office at midnight to check up on him the entire lab was trashed! Some went horribly wrong! You have to help me!"

"What's your name?" it might be foolish to ask, but I had to know, I just had to.

"My name is Gwen Stacy," she said, "and you have to help me!"

* * *

 **I don't know, just felt like introduceing her. Got bored. Wanted to spice things up. Two things, no, don't expect her to be like a key feature to the story, more like a guest role for a couple of episodes.**

 **And another, I'm not going to just have Harry go green, no, I have something much worse in mind for him...wahahaha!**


	50. The Night of the Reptile

"Hello?"

Oh my God...Gwen Stacy is standing right before me.

"Hello?"

She's kind off hot...and now that I think about it...she does kind of look like Emma Stone.

"Hello! Naked boy!" she cried out loud.

And immediately I snapped out of my stupor. I blinked and turned to her, "Peter, my name is Peter."

"Fine, Peter, will you stop spacing out and help me?!" Gwen cried out, "where's your dad? I need to talk to him!"

"H-he's not here," I spoke back, "his job has him out of town...what exactly do you need him?"

"Doctor C told me if anything was to go wrong that I should contact your dad immediately. When I came to the lab tonight...God, it was like an animal broke in and destroyed everything!"

"Shit," I hissed, the Lizard was out, fuck me! "Okay...did you call the cops?"

Gwen nodded, "first thing I did. But when I told them about Doctor C they didn't believe me, they said it was just a robbery, but there's something more that happened there I just know it!"

"Alright Gwen, I promise I'll help you," I opened the door and motioned her inside, closing it shut behind her, "wait right here, I'll change and be down in a moment."

"What? No, I need Richard Parker! Without your dad I can't really do anything," she looked around, "damn it. What do I do?"

"Okay listen here," I grabbed her shoulders and held them tight, she looked up at me and I met her eyes, "I am going to come with you okay? We'll search for your mentor together, I promise."

Gwen looked back, her eyes wide, "r-right," she then slowly looked down, I realised a second too late that the coat's belt had come undone when I held her shoulders, giving her a full unobstructed view.

I cleared my throat, "as much as I like the staring, I don't think checking me out is the best course of actions right now."

"Sorry!" she squealed as she turned away immediately, blushing up a storm.

"It's fine," I chuckled, "hope you had a nice view at least. Pervert."

"Pervert?! You're the one who's half-naked! Why were you half naked?!" she asked.

"Hey, it's one in the morning and you came to my house. I can wear whatever I damn well want."

"Then why did you answer the door like that?!"

"Hey! I heard a girl crying out for help in the middle of the night, what was I supposed to do?! Dress up in a suit and tie and then check up happened?"

Gwen was silent, "right….sorry about that."

I snorted, "it's fine...you're lucky i wasn't fully naked."

"You sleep naked?" Gwen asked surprised.

"No, but I could," I grinned, "now wait right here," I ran upstairs and put on a hoodie and tracks. As I changed I went through the plot of the Amazing Spider-man in my head.

Since canon was basically thrown out the window there was no point in trying to follow it anymore. And since...well, I have a basic idea about what's going to happen maybe I can prevent it.

I grabbed my 'backpack' and came running back down. By now Gwen looked like she had a moment to catch her breath, looking visibly calmer.

"Let's go," I called out, gaining her attention.

"What's the backpack for?" Gwen asked as she followed me outside.

"Insurance," I replied back, "how did you come here?"

"I drove," she said as we walked to the road where a yellow volkswagen buggy was parked, she opened the door and got in, turning back to see me standing still, "well? Are you coming?"

I looked at the small yellow car and sighed, it's time like this when I wished my own car wasn't being redone. I so hope Johnny doesn't see me riding in this.

I got in and Gwen took off, the roads didn't have much traffic, it was late enough in the night that even the city that never sleep began to doze off. Gwen was driving like a mad woman though, and at one point I began to wonder if we were in a fat and furious movie.

"Okay, so what happened?" I asked as Gwen took the tunnel into Manhattan, "you mentioned something about Connors using the Parker formula?"

"Yeah, he was researching into cellular regeneration when he hit a wall. Well, more like he hit a wall a few years ago and has been trying to climb it ever since," she cut through lanes like a pro, okay I'm calling it right now, if this Gwen stacy ever got chased by the Goblin she would just out drive him.

"So what? He though my parents formula would be able to help him?" I asked as she suddenly took a sharp right, "woah there! Be careful!"

"Sorry!" Gwen called out as she hit the gas hard, speeding past several blocks, I'm sure we probably broke every speed limit in place, but she didn't seem to care.

"Doctor C thought your dad's formula held the key to his success, but he only had half of it. Eventually though he got a breakthrough thanks to Roxxon and he decided to go ahead with the experiment. I told him not too, but he refused to listen," she growled the last part, obviously upset.

I blinked, "I'm sorry, care to run that by me again? What does Roxxon, have to do with this?"

"Well...a few weeks ago the company came to Doctor C and offered to fund his research. Apparently they knew about his work with your dad's formula and wanted to perfect it. Doctor C agreed and they gave him...something. Some kind of accelerant to help him along...well, that was last week."

I narrowed my eyes, Roxxon, again. I knew they were up to no good, but I could never ever pin anything on them...they were just too good! "Damn it," I hissed, "it's always a big corporation."

"Yeah," Gwen hummed as she suddenly pulled up to a building, parking right in front of it, "we're here."

She and I got out and entered the university, the iron gates wide open before us. "Here," she took out two torch lights, one large and black, which she kept herself, and the other tiny and pink, something a child would use, which she tossed to me.

I looked at the torch and raised an eyebrow, "seriously?"

Gwen shrugged, "I didn't have anything else on hand." I was about to retort back when suddenly;

KAKOOM!

Lighting roared through the night, heavy clouds came overhead, looks like it might rain. The building itself was dark, not a single room light was turned on.

She looked over at me and blinked, "something's wrong. The cops I called before I came for you...they had turned on all the lights before I left...did they leave already?"

"I doubt it," I replied as I looked around for any signs of Conners...or his other form.

"Hey, out of curiosity, why exactly did you come with me?" Gwen asked as we looked around the building's grounds using our torches.

"A girl came up to me in the middle of the night, frightened, rambling on about some monster and asking for help. Do you really think I would have said no?"

"So you came because you were worried about some girl you just met?" she asked skeptically.

I smirked, "well it helps that you're cute as-" I stopped as I looked outside and saw a cruiser parked outside near the university on the other side of the road, the red and blue headlights flashing, "there," I pointed, "looks like the cops are here."

"But...why is it so quiet?" Gwen asked as suddenly lighting flashed in the sky. Immediately my head snapped upwards and I saw a flash of green inside the building pass through the windows on the top floor. It was just a flash, but I swore I saw scales.

"Shit," I whispered.

"What? What's wrong?" Gwen asked.

"Nothing," I replied eyeing the window as slowly a shadowy figure came up and looked at me, yellow glowing eyes clearly visible. Lighting came again, this time not as loud, but I saw the creatures face, green scales and a lizard like face, deadly...dangerous.

I snapped to Gwen, she didn't notice, she was too busy looking at the police car and noting down the number plate.

"Stay here," I told her, "I'll go inside and search for Connor", once I'm inside I Won't have to hide myself.

"What? No! Of course not! Whatever happened here is dangerous! I'm not letting you go in there alone!" she tied away on her phone, "there, I just sent a text to my dad, he's a police captain. He'll have someone here to check this place out, until then we both stay out here, got that, we aren't risking our lives."

I blinked, "oh...okay then," I turned to the window, the lizard face is gone, dammit! I didn't realise she was actually sensible, say what you will, the girl has a good head on her shoulders.

"Honestly, you have got to be the most reckless person I have ever met," Gwen snorted, "two cops go missing and you honestly think you can just jump in there and find them?"

I shrugged, "isn't that why brought me here?"

"I didn't bring you," she snorted, "you sort off just came along. Which was totally weird."

"Says the girl who traveled all the way to Queens instead going to her dad and telling him about it," I argued back.

She sighed, "yeah, I guess..."

Kakoom!

Sure it enough rain began to pour down. "Come on," I motioned to a large tree near the building's side, we quickly hide underneath the tree's branches, hiding form the rain.

We sighed as we waited in the rain, I honestly wanted to run in there and stop Conners, but Gwen Stacy...this girl gained my interest. And it's not because she looked like a cute little Tinkerbell, no, it's because she's supposed to be Peter Parker's one true love. Which was total bullshit.

"So," I looked at the windows of the university building, empty, no sign of Corners, "why did you come for my dad instead of yours?"

Gwen sighed, "my dad and I...aren't always on the best of terms. He still considers me a kid, I mean, I have a masters in advanced biotech from MIT, but to him I'm still his little girl. I called him and told him what happened and he...he just thought I was trying to get his attention...again. Guess he only thinks I'm worth sparing two beat cops..."

"Sounds like a shit deal," I snorted as slowly silence came down between us. After a moment though I spoke up again, "so you finished college?"

Gwen nodded, "yeah, I graduated when I was 15."

"And you're now..."

"16," she supplied.

"Right..." I smiled, "always wanted to graduate early. My dad didn't let me. Said he wanted me to learn social skills and make friends."

Gwen snorted, "I know what you mean, my dad's the same. I guess...they just don't get us."

I shrugged, "or maybe we don't get them..."

"KYA!" a woman's scream ripped through the silent rain filled night gaining both our attention.

"Stay here," I turned to Gwen.

"What?! Where do you think you're going?!" she asked.

"I'm going to find whoever screamed!" I ran out and called back over my shoulder, "stay there and call your dad!"

"You're crazy!" she cried out.

"So they say!" I yelled back as I ran into the dark corridors of the university and charged straight through, using my increased sense of smell to sniff the air.

I smelt...chemicals...embalming fluid...testing chemicals and...blood. Coppery blood. I followed the smell, rushing to a set of stairs in the heart of the building and climbed them five at a time, jumping up quickly.

I reached the third floor where the smell was the strongest and rushed down the hallway. I remember seeing Corners running down here, the floors...it was cracked, as if something heavy had stepped on it.

"Help..." I heard a soft voice call out. If I was a normal human I wouldn't have heard, but thanks to mys ence it was clear as day.

I followed the sound and came upon a broken door, on the other side was a trashed lab.

I can understand why the police though it was just a robbery, it certainly looked like ti at first. The chairs were thrown all around, the chemicals jars were broken and even the cabinets have been ripped away with papers flug all over the ground.

But if one looked closer they would see the claw marks on the walls and the way certain cabinets had been opened. They hadn't just been thrown open, they had been ripped open. Ripped right off their shelves.

I sniffed the air and immediately picked up on blood. I looked around and suddenly there was a flash of lightning, revealing a hand on the floor that was hidden in one corner of the room.

I ran over and saw a still body. It was of a policeman, he was dead, his chest cavity had been ripped open. It was so..brutal and cruel, like an animal had done so, his ribs had been ripped apart, his internal organs revealed.

I felt like puking, the pure horror and the fact that Conners could still be here forced me to be brave, I couldn't afford to show fear, not now.

The officer had a gun in one hand and a torchlight in the other, his eyes were wide with shock, his jaw open with a scream he never got to make out. He was dead, that was no question...but where was his partner?

I listened and heard a faint heartbeat in the room. I looked around and saw a closet door near the back. Rushing over and pulled open the door and gasped in shock as I saw the barrel of a gun pointed at me.

I was about to jump away, but immediately the gun lowered as the female officer holding it dropped it down and looked at me. She was brown, had a large cut on her left arm that was hanging limply on her side.

She looked at me with dying eyes, "r-run. Get away...please.." she fainted.

I immediately grabbed her head and gently put it down. I touched her skin, she was freezing and her skin was pale. She was losing blood, I looked around I need to stop the bleeding I need...my eyes landed on her belt.

I took it off and wrapped it around her arm and pulled, tightening it and cutting off circulation for her arm. I then examined her body, no other wounds, but...my God, if she hadn't hide then...I can't even imagine what he would have done to her.

I then looked over my shoulder at the other cop and his gaping chest. No...that's not true, I wouldn't have had to imagine.

I turned back to the officer, according to the name tag her name was R Diaz. I searched her body but didn't find a radio, the shoulder strap where it is supposed to be resting on was tore apart, did he...did he know what it was?

This version of Lizard wasn't stupid, it wasn't whole animal, there was intelligence inside him. He knew she would call for help and he stopped her. I turned around, the dead cop still had his radio intact, jackpot.

I rushed over and felt my stomach turn from approaching his corpse. I carefully reached the radow and took it off it's strap and touched its side, I looked at the dead cops' lifeless eyes and pushed away the bile and horror coming up to my throat.

"Dispatch?" I called out in my best disguised voice, "this is officer Diaz, we have an office down. I repeat, office down. One has been killed and the other has been wounded. She's dying, please send a team immediately."

" _Hello? Who is this?_ " the officer on the other end called out.

"This is a student studying at Empire State university," I lied, but then again I doubt they need to know my entire backstory for this, "I came upon both officers, one was dead when I got here and the other is dying. I did what I could to help her, but I don't think she'll last."

" _Stay right where you are, we'll send an ambulance immediately,_ " the woman on the other end replied.

I looked at the dead officer's body. I couldn't even see his name tag, it had been ripped away. His name started with Q, that's all I knew. And I felt rage. Just anger. It wasn't just a stupid creature...it was smart. It knew what it was doing...and it was going down.

"No, you don't understand," I replied in a growling voice, "the thing that did this is still here. Send the ambulance and SWAT, we need people on the ground now. So get your ass down here." I dropped the radio and walked away.

" _Hello? Hello? Sir, sir can you hear me?_ " But I didn't respond.

I took out my phone, "Sexy, hack into the building's security cameras, get me eyes on everything."

" _Right away Peter,_ " my AI replied immediately.

I was about to reach into my backpack to activate my costume and suit up when I felt my spidey senses go off. I looked up, lighting struck outside and I saw a reflection of something large and green standing behind me.

'Shit!' I leaped away form the cop's body just the Lizard's giant tail came down on where I was standing, breaking the ground into pieces, throwing everything on the ground into the air from the sheer force.

I landed on top of a table and saw the officer's gun fly across the air towards me. Without even thinking I reached out and grabbed it, my fingers gripping the handle and reached into the trigger.

I pointed the gun at the Lizard, time seemed to slow down, his red slitted reptilian eyes looked back at me. I didn't hesitate to pull the trigger.

BAM!

"SCREE!" the Lizard cried out in pain as a bullet pierced it's shoulder, causing blood to come exploding outwards.

I jumped backwards as it swung it's massive tail at me. I landed near the back wall and immediately aimed the gun at it again, firing off several rounds, only for the Lizard to jump up and dash out the open door.

I cursed as I heard a loud crash, I charged out of the room and saw a broken window in the corridor outside. It had run away. That was fine, officer Diaz would now be safe, the only person outside is...Gwen!

I ran to the window and looked outside. It was raining hard and I saw Gwen down in the courtyard under the same tree I left her. She was on her phone yelling frantically, only she wasn't able to see the giant monster that had jumped and landed on the tree's top branches.

Without a second thought I leaped outside and ran down the side of the building, the girl was looking at her phone, not me.

I jumped down three stories and landed on a roll, I had cleared deeper falls than that while in costume. I looked up and watched in horror as the Lizard jump down and standing over Gwen, his bulking form shadowing her smaller frame.

He moved, ready to jump on the girl, I raised the gun I now clutched like a life line and aimed it at the monster's back and fired.

Bamn!

"SCREE!" the bullet hit his back. He turned around and growled, I took aim at his face and fire again.

Click!

My eyes widened, "fuck!" The Lizard smirked and turned around, grabbing Gwen with his massive arms.

"Help! Peter!" she cried out.

"Gwen!" I cried out as I threw away the gun and ran after her, charging straight head at them both.

The Lizard swung his might tail and I jumped, clearing him easily. I landed on his back and stuck on him with my feet. I drew both fists back and-

SKIT!

Gwen's eyes widened in surprise at my stingers. The Lizard moved frantically to pushed me off but my feet were stuck on his back. I immediately placed my stingers into his back, playing all three deep inside.

"GRA!" he cried out as immediately he began to spasm and dropped Gwen. He then began to move like a raging bull, buckling so hard I felt my head start to rattle.

But I held on, my feet firmly on his back and his claw in his body. But then he did the unthinkable. He reached around, wrapped a single giant arm around my hip and pulled me away.

My claws came flying off with the sound of flesh being sliced off. My feet had actually torn off pieces of his skin in the process of being removed. He held me up and roared at my face, holding my hip with both hands and squeezing, trying to crush me.

"SCREECH!" it cried out.

"For God's sake, get a breath mint!" I yelled back as I plunged my claws into its arms, causing it to drop me to the ground before spinning around and hitting me in the chest with its tail.

I flew into a tree trunk, but by the time I got to my feet the Lizard had rushed out the iron gates, grabbed a sewer disk and threw it at Gwen.

"Get down!" I rushed the girl and pushed her down as the sewer lid flew over her head and crashed into a wall, digging halfway into it.

We both looked up just in time to see the Lizard's tail vanish. I looked down at Gwen, who had turned around to look up at me as I pinned her down with an arm on either side of her body.

"Are you okay?" I asked her, the rain coming down hard. I saw Gwen's eyes land on mine before moving to down to my chest and then down my arms to my hands.

"Y-you have claws," she whispered, her eyes wide.

"I prefer to call them Stingers," I don't know why I said that, but I just did.

"Huh...they ah...they're kind of cool."

My eyes widened, she knew! "Please don't tell anyone. Please, I know this is a lot to ask, I know we just met and all but-MPH!"

She grabbed onto my collar and pulled me down, kissing me hard as her tongue shot through my lips and explored every inch of it. It felt amazing and at the same time strange. I felt my very soul seem to human in joy, for one sweet second I forgot everything that happened this night.

And then she stopped. She pulled away and looked at me, "I-ah...I don't know why I did that."

I looked at her with wide eyes, "well...it's been a long night."

"Right, exactly."

"I mean, plus we did just face off against a giant green monster."

"Yeah! And I almost died!"

"And I fired off a gun, I have never done that before."

"Yeah, totally….so..."

"So…," I looked at her again, her wet hair sticking to her face as those amazing blue eyes looked into my very soul. "Oh fuck it," I hissed as I leaned forward again, this time I kissed her.

She moaned as she wrapped her arms around my neck as I slowly pulled back my stingers into my body.

This wasn't love, I knew that much, this was just releasing all this built up tension. I smelt lust and relief rolling off of her in droves, she wanted me because I saved her life, I wanted her because she was hot, witty and so fucking hot.

I thought this moment would last forever when suddenly we stopped hearing the sound of a police siren.

I got to my feet and helped Gwen up. She didn't let got of my arm, squeezing it tightly as we ran outside the university grounds and saw three police cars pull up.

"Gwen!" I saw captain Stacy get out of the lead car and rush over to his daughter's side and grab her in a hug, "are you alright? Are you hurt?!"

"I-I'm fine dad," she spoke as she slowly removed her hand form fine, an odd feeling of lose accompanying the feeling.

"Did you place radio call?" a woman of indian origin with a gun out and a torch light asked me. She wore a pantsuit and looked very very tired, I'm guessing working nights wasn't a very healthy option.

"Yeah," I nodded, "officer Diaz is on the second floor, she's hurt and she needs medical attention."

"What about officer Kimber?" captain Stacy asked as he broke his hug and turned to me.

I looked down, "h-he didn't make it."

"Where are they?" the indian detective asked.

"Third floor, second last room on your left. The window is broken near the door, you can't miss it," I even turned around and pointed at the window in question.

"Madea, go inside and check it out," Stancy motion to his men who all moved immediately. He then turned to me and narrowed his eyes, "now, who the hell are you?"

 **Four hours later:**

I fought to keep my head from moving backward and drifting off to sleep. I did what I could to stay awake, I got a few minutes of sleep when they brought us into the precinct, but now...hmm, maybe just a few more minutes…

"Peter," Gwen whispered, immediately my eyes shot open.

"Hm?" I looked up and found the pixie like girl smiling down at me with two coffee cups in her hands.

"Here, it's not much, but it should help," she smiled as she handed me a cup of black coffee.

"Thanks," I murmured as I took the cup and sipped the contents, immediately I felt like gagging, "oh God, I take it back, this is the worst coffee I have ever had in my entire life."

Gwen giggled as she sat next to me, "well what did you expect? This is a police precinct," she look around, it was nearing six in the morning, but it was already filled with people, police working late shifts, or early depending on how you see it, and perps brought in for processing.

"How much longer will your dad need us to stay here?" I asked as I tried to drink the coffee again, only for my mouth refusing to accept it any deeper than going past my front teeth before spitting back out again.

"He just came back from the hospital, he said he'll be a while before he can process your statement," Gwen shrugged, "maybe a few minutes."

"I see...office Diaz, is she..."

Gwen nodded, "she'll make it. Apparently you have saved her when you stopped the bleeding...apparently she owes you her life."

"It's nothing," I shrugged and sipped the coffee, yet again, my mouth refused any part of it. "God this is disgusting," I shivered.

Gwen chuckled, "I just told you you saved a life tonight and all you care about if how your coffee tastes?"

I smiled, "I'm glad she's safe...I deal with emotions differently. I'm actually scared...a little. I use humor to diffuse difficult situations," which was only half true. I do do that, a lot in fact, but by now saving lives has become an everyday thing for me, I'm used to it.

"Well, whatever happens, I still think you're a hero," she leaned forward and kissed my cheek.

Immediately I blushed, "damn, keep this up and I might just become a full time superhero."

Gwen smiled, "maybe...Peter...those...those claws...what...what were they?"

I sighed, I suppose it would have been stupid of me to expect her to forget something like that. No matter how amazing our kiss was, "you know what a mutant is?"

She nodded, "yes...you're stingers, they are a mutation?"

I nodded, "yup. Pretty cool huh?"

"Yeah...do they like do something?" she asked.

I blinked, "what do you mean?"

"Well...you know...do they do something?"

I smirked, "apparently they save the lives of cute pixies."

Gwen raised an eyebrow, "pixie? Really?"

I shrugged, sipping the coffee, "I'm running on two to three hours of sleep, my sense of humor may not be up to par," I spat out a little off the coffee, "God this is shit."

"Don't I know it," I looked up and found captain Stacy standing over us, looking both amused and serious.

"We need to talk," he said, motioning me to follow him. I turned to Gwen who nodded as guided me to her dad's office where he closed the door when we entered and closed the blinds.

He placed a large blue file on his table and motioned to the seats before his table while he stood behind his chair, both arms on the backrest.

"I have two officers down, one permanently and the other just barely managing to hold on," the man began, eyeing the two of us, "I also have a trashed university a missing college professor and two teenagers running around like it's date night."

I grumbled, "and shit coffee." Gwen snorted while her father narrowed his eyes.

"You think this is a time for fun and games?" he opened the file and took out a paper, "Peter Parker, genius level IQ, you personally own over five patents, three off which are in public record. You work for the Fantastic Four-"

"-With, not for," I cut in.

He raised an eyebrow, "is there a difference?"

"I'm not an intern, I'm a partner," I shrugged.

He glared, "alright then...so tell me Peter, what's a smart boy like you doing in the middle of the night in a university you don't go to fire a police firearm?" he placed a pictures before me, it was of the gun I used to shoot at the Lizard, "you're prints were all over it, don't even bother denying it."

I shrugged, "I wasn't going too. I did fire the gun yes, but it was in self defense. I shot it at the thing that was about to do to your daughter what it did to officer Quinber."

"A giant six feet tall walking Lizard?" he raised a skeptical eyebrow.

"Last month you faced a man with a tail that shot out acid. Are you really going to tell me a humanoid lizard isn't possible?" I raised an eyebrow.

Gwen smiled, "he has you there dad."

Captain stacy glared at his daughter and then turned to me, "fine...let's say I believe you...what were you even doing here in the first place? You're home is in Queens and it was the middle of the night. For what God forsaken were you in the middle of a blood bath?"

I paused, collecting my thoughts, I opened my mouth to speak but before I could Gwen spoke up, "I called him. I came to his house looking for his dad, I thought doctor Parker would be able to explain where that...thing came from, but...well, he wasn't there."

"So you want to his house for help...and when he told you his father wasn't there you...what? Asked him to come along."

"Yes I-"

"-Actually I offered to come," I cut her off, she sent me a warning look but I ignored it, "I saw a girl in panic, desperate for help on my doorstep, I wasn't going to just turn her away. I offered my help and she accepted."

The police captain looked at his daughter with narrowed eyes, "is this true?" the girl jts nodded, mute from shock or embarrassment I couldn't tell. He sighed, "fine..Parker, you're free to go. Get some rest son...Gwen, go home, your mother is worried sick."

She snorted, "yeah, I bet," she and I got up and left the office quickly.

"Gwen," the man called out, but the girl ignored him, motioning me to walk out faster. I tried to talk, but one look from her and I knew she didn't want to hear it.

"Sorry about him," she grabbed my barely touched cup of coffee and threw it into a trash bin, "you saved a woman's life and he treats like a suspect. God, such a moron."

I smirked, "he's just a dad….I'm guessing being a cop and a father kind of makes him overprotective."

Gwen rolled her eyes, "maybe," we walked out of the precinct just as the sun was ringing off on the horizon. She sighed, rubbing her temples, "this has been such a long day."

"You'll get used to it," I told her, "are you going home now?"

"Yeah...come on, I'll drop you. It's the least I can do," she motioned over to the parking lot where her car was waiting for us.

"No, it's time for me to go to school in about an hour, so I might as well go to my office and get a spare change of clothes," the Baxter building wasn't very far off, "thanks though."

"Right…." she looked away, tucking a stray strand of hair behind her ear as she did, "hey...what...what was that thing?"

I sighed, "I...I think it was Corners."

"What?" her voice got a sharp edge to it, "what do you mean?"

"When I looked into his eyes I saw intelligence, it wasn't some kind of mutated lizard it was real. And also...it spoke," this part was a lie, but I had no other way of proving myself to her without going into...spider territory.

Gwen's eyes widened, "w-what did it say?"

"Get out of my lab," I lied, but judging by the way Gwen gasped in shock she believed me.

"Oh my god...we have to help him," she replied, "we-we have to find a way to reverse what happened to him."

I nodded, "and we will," I took out the napkin I used to hold my coffee and wrote down my number on it, "the moment I go to the office I'll have Susan Storm analyse the data from Conner's lab and see what I can find," I gave her the napkin, "go home, sleep and take some rest. Call me if something happens."

Gwen groaned, "Doctor C's stuff will be in the evidence locker, it's going to be next to impossible getting in...I can maybe hack into the system's and...I don't know, maybe get a ghost drive inside and...do something...God I'm too tired for this."

I smiled, "it's fine, I already took care of it," I held out a silver metal pen drive for 16GB.

Gwen blinked, "is that….when did you get that?"

I smirked, "you didn't really think I spent four hours in there doing nothing did you? Ideal hands and all that."

Gwen blinked, "you ah...you're a mystery Peter Parker."

"Is that good or bad?" I asked, genuinely curious.

She just smiled, "I guess we'll just have to see." I got her number from her and after a promise to meet up later to try and find Conners we left our separate ways.

I reached the Baxter building in ten minutes and made my way to my lab. The moment I got in I took off my hoodie and tracks and threw them away, drawing my Spiderman costume and helmet.

"Sexy, put a notice into my school that I won't be coming in today. Cite medical issues," I instructed as I put the pendrive of stole evidence files into my terminal and began processing the information.

" _Very well Spider, shall I also tell your family that you left early in the morning?_ "

"You know me so well," I smiled as I pulled up the files. Most of the data was pictures and bags of evidence they had gotten. But buried in the back was a list of all the emails and files the cops found in Conner's computer.

I pulled them up and after a little searching I found a file from a Roxxon researching facility. And a manifesto of a case of highly dangerous chemicals that were listed as genetically damaging. Meaning they were some sort of gene splicing technology.

I couldn't help it as a smile formed on my face, a great big vicious smile. I got them. It took me months of biding my time, but they finally slipped up. I fucking got them.

"Sexy, pull up the Roxxon file," I said as I put on my helmet, "it's time we bring down these bastards."

* * *

 **And there we go, a nice slow burn. Wanted to slow things down, no giant alien ships, no interdimention monsters taking over old masters of magic. Just two teenagers, a dark rainy night and a six foot tall lizard monster.**


	51. Warning: This Chapter contains lemons

I narrowed my eyes, the zoom feature on my helmet kicked in as it gave me a proper view at the unmarked fifteen story building standing over a mile away. I couldn't see much, most of the windows were tinted, but from I could see the building was empty, it was midnight.

I was in the middle of nowhere in the state of Massachusetts, out in the countryside. I had taken a train to get here and then a taxi that dropped me off a mile west of where I currently was. I was lucky, fifty bucks and the driver didn't ask any questions.

I so missed having my amazing flying car but...well, sacrifices and all that.

Today was friday night, I had two days times for this, I told my family I was going to work late, they didn't question it for a second.

And now here i was, finally at a Roxxon onshore blacksite, meaning it wasn't listed on any of their official documents. The only proof that this place even existed was in the files Connors had in his laptop.

It took me all day to track this place down, but now I finally had it. I had taken a short nap in the train and now I was ready to finally tackle this giant company and bring it down.

I leaped off the tree branch I stood on and began jumping towards the building. There was a giant fence on the border, five guards patrolling the grounds. I managed to jump over the fence and shot a web line out, swinging over to the building's side.

I crawled up to the roof and leaped onto a radio tower in the middle of the roof. This was where all the information for the building was collected and sent through, and for a company like Roxxon that dealt with information on such a massive scale, this tower was very important.

Meaning I can use it. I took out a wire connecting my SA to the tower, "Sexy, hack into its security system log and find out everything I need to know."

" _Working on it,_ " the AI replied as she supplied me a list of security features the building had. It was all basic stuff, motion sensors, cameras, lasers and...wait.

"Sexy, floor five, why is there no records?" I asked allowed.

" _That floor is listed as a medical ward Spider, I can't seem to gain access of any kind...hm, strange,_ " Sexy rpelied, " _shall I focus my attention on that?_ "

"An entire floor for medical personal, yeah, please," I snorted as the computer began to do just that.

After a moment a new schematic showed up, revealing a floor plan that didn't match up with the other floor's design, something odd and...familiar. Now curious I decided to check it out, it would be useful.

I removed the cable and went to the air vents. I opened the latch to the door and placed it gently aside. I jumped down and managed to crawl my way to floors down before the vents became too small for me to use them anymore.

I got out of the vents and began to sneak around through sticking on the walls, hanging upside down as I did so. I noticed a managed to find an elevator in the distance and waited for a moment for someone to come and use it.

And sure enough at the five minute mark a security gaurd used the elevator to come up to the floor. The door opened and they walked out, just as they turned the corner and the doors began to close I dropped down and leaped forward, plumbing inside as the doors shut behind me.

I turned out the elevator and found the panel completely digital. I pressed the fifth floor button and waited, but nothing happened.

" _Please input your security code,_ " a number panel glowed over the floor listings. I sighed, I took out the cable again and looked around, failing to find an access port.

"Fuck it," I sighed as I examined the panel and found a locked keyboard, probably the manual override. I pressed my finger against the lock and gently pushed on it, exhuming more and more pressure as I did until-

Snap!

I heard it snap open as the panel opened up to reveal a keyhole and a plug point. I inserted my wire into it and sighed, "fifth floor Sexy."

" _Right away sir,_ " may I replied as immediately the elevator began to move.

A minute later I came out into the fifth floor corridor. Like the floor plans suggested it was different from all other floors. I extended my senses but found nobody here, no footsteps of security guards, just me.

I rushed out, dashing down the corridor, I could have been worried about cameras, but according to the schematic there were none on this floor.

I looked into the first room I came across and found myself inside a lab. I looked around and found that there was a pseudo production line set up in here with the end result being the creation of some kind of chemical bag.

Currently the bag was empty, so I couldn't tell what the chemicals were, so I looked in other places, mainly the filing cabinets and computers.

Obviously the files didn't have anything critical, more like day to day lab reports. But the computer...well, now that was another story. I found files upon files of research material on whatever they were working on. I downloaded everything onto my personal SA, I didn't have time to read them all, so I might as well just be patient, for now.

I left the room immediately after this and walked down the corridor, searching for more dirt to bury Roxxon under. Eventually I got to the end of the fifth floor corridor and=I found a double door at the end of it.

I careful stopped before it and found they were magnetically sealed off with another digital panel before it. I had sexy hack itno the systems and unlock the door, I gently pushed open the door, peering inside and immediately stopped.

The sound of five heartbeat monitors rang out. They were attached to five unconscious individuals that were strapped into hospital beds.

I didn't have to guess what these people were doing here, I already knew. They were making them into weapons...like they did to Tyrone.

I walked in and moved to their sides. They were all unconscious with some blue liquid being pumped into their bodies through an IV. I didn't know what it was, but ...it was familiar. Where did I see this before?

I pulled my eyes away from the blue liquid and then to the people. Attached at the front of their beds were medical reports. I picked one up and looked, but apart from a very basic listing of their status, I found nothing else of note.

They were stable, they were strong, seemingly that's all these people cared about. They didn't even have their names listed, just code names. IX-918, IX-901, IX- 874 and so on. But there was one sheet at the very back that gained my attention.

'Mutagene reaction' was the heading, and each person had a different sheet. Out of the five people in here, three were listed as mundane, showing no reaction, but the other two, they were listed as successful.

'Subject has bonded with the mutagene causing manifestation of their powers. Subject IX-901 has obtained the powers of...' I stopped reading as my eyes widened in relaxation, the blue bags...Deadpool.

This was the same thing they pumped him full off! Oh my god! IX...not I and X, 9, the roman number nine! Project nine...I stumbled onto a mutant making factory….

I looked at the people, the two people who gained powers were both male. The first gained the powers of telepathy, though he was barely strong enough to read a person's thoughts. He was ranked as a beta level mutant.

The other other was stronger, he had the ability to control technology, and though he only had the power for little over five days, he could already reporgam and invent new forms of tech people hadn't even seen before.

I knew I had to get them out, all of them, but...if I do, Roxxon would get away and I won't let them get off so easily, not this time, not ever!

I knew I needed proof and what's more I needed SHIELD. I needed their help to secure the facility but if I left this facility, there was a chance they could escape, again.

I left the room and entered the lab once more. I looked through the files once more and compiled a document with everything one would need to sue these fuckers in court. Records of all the experiments this facility conducted and reports that listed Roxxon as the owner and mastermind of this whole thing.

I then looked around and found an ethernet port behind the computer. I connected my SA to it, "Sexy, call Fury, don't use the normal service provider, use the cable port and go through their systems, make it as covert as possible."

" _Right, connecting now..._ "

The phone rang twice before it was picked up. "Hello, Fury's office, how may I help you?" a woman's voice called out.

I raised an eyebrow, "he actually got an assistant?"

"Ah, Mr. Spider-man, Director Fury warned me about you. Yes sir, he did in fact place me as his assistant, I am in charge of all his meeting and contacts. You may call me Tina if you wish, now then, how may I help you?"

I sighed, "can I talk to Fury? It's urgent."

"Oh I'm sorry, but the director is asleep right now, can I help you with anything?"

"Hm...how high is your clearance rating?"

"Level 7 sir," she replied cheerfully.

I raised an eyebrow, "7 huh? Not bad, same as Natasha...fine, I'm sending files to Fury's personal computer, I assume you have access to it. It contains proof of Roxxon connection to human trafficking and human testing. Basically they are creating human weapons of mass destruction. I'm also sending you the location of the one factory I am aware off, I'm currently inside. I am requesting a strike team to come and detain everyone here. Do you have any questions Tina?"

"...I-I'll connect you to director Fury."

I smirked as the call was transferred. He picked up in seconds, "what the hell Spider?!"

"Trust me eyepatch, you're going to love this."

 **An hour later:**

I stood on the roof of the building and watched as the Shield agents littered around the facility brough every person employed in the building outside in cuffs. So far they were just security guards, but there were also a listing off all the scientists that worked here, I'm guessing right now other agents were going to arrest them at home.

As the guards were taken away in trucks, the five people in hospital beds were being carried away in planes to a private SHIELD medical facility. Hopefully the doctor's there would be able to get them stable.

I was about to go down and catch a ride with one of them When suddenly I felt something, deep in my soul I felt a pull, something that churned my stomach and forced my body to rumble in excitement.

I turned around to the source of the pull and saw the door to the roof open up as a woman dressed as a SHIELD agent walked out to the roof. I heard her footsteps as she walked out, a definite swing in her hips.

Jessica Drew smiled, "hey Spider, long time no see."

She looked older, more mature. She wore the standard dark blue SHIELD issue uniform with their emblem displayed proudly on her arm's side. Her dark hair was let loose, framing her face as her green eyes lured me in with their stare.

Her figure was fuller now, she looked well feed and more importantly she looked curvier. Her hips wide and full, curving her pants. Her breasts were filling out her uniform's top very well, her zipper pulled down till her mid chest to give a clear view of her cleavage.

I suspect she did that last part just for me, and judging by the saucy look she gave me i suspect I was right.

"J-Jessica?" I asked surprised, "what are you doing here?"

"That's agent Drew to you Mr." she winked seductively, "and for your information, Fury sent me. He's a little pissed off that you tried to take on an entire organisation by yourself...again."

I blinked, "you're an agent now?" I did my best to push away my growing need to push her against the ground and fuck her raw, and I did my best, but the feeling never left. I felt myself harden slowly, damn I really hate this suit!

She nodded as she walked up to me, her hips swaying seductively, her breasts bouncing just a little to show off their fullness, "I graduated top of my class. And since I have….experience with you, Fury figured I should probably become your liaison agent. Though he prefered to call me your babysitter."

I gulped, "...smart man" my eyes were on her ass as she suddenly stopped, much to my frustration.

She stood ten feet away and cocked her hips to the left, placing a hand on it and raising an eyebrow, "so...what now Spider?"

I felt like growling and telling her that now she had to strip and bend over the roof's railing as i fucked to orgasim after orgasim. And then pull her over my knee and spank her ass repeatedly for even asking the question. But as soon as those thoughts came I pushed them aside, I took a deep breath and took control of myself once more, I needed to focus, now more than ever.

"...The two mutants that Roxxon made, they need to be watched if HYDRA is-"

"-Already taken care off," she cut in, "Fury is keeping a personal eye on them. The one with technology altering powers is being taken to a secure facility in Utah and the psychih is being treated in Amsterdam. Don't worry, HYDRA won't get their claws into them."

It frustrated me to no end that she had so much control over herself, I guess SHIELD training really did wonders. I sighed and nodded, "good...how have you been?"

"Honestly? I'm awesome," she smirked and folded her arms under her breasts, popping them upwards,, "my job is kind of awesome. I mean I'm finally doing something I've always wanted to do."

"Which is?"

"Being one of the good guys," she smirked, "I don't' have to run anymore, I don't have to hide," she swayed her hips seductively as she walked towards me, "and I guess I have you to thank for that."

"No, you really don't," I replied back, "you did it, all on your own. You chose to fight for us, against Wyndham. You did."

"And I never would have known to do that if you didn't tell me the truth," she smiled before doing a full 180 and changing her tune to a professional one, "so...how did you discover this place?"

I blinked, damn this woman! "Well...there was this guy who turned himself into a giant lizard. He kind of started killing everyone, I was tracking in New york, but I couldn't stop it. But after digging a little I found that he gained the help from Roxxon, more specifically this compound. I tracked them down and...well," I monitored over to the SHIELD agents.

"I see...and what happened to said giant lizard?" she asked, not skipping a beat the mention of a giant lizard in New York city.

"Probably still in New York's sewer system," I sighed, "but that's a problem for another day."

"Maybe...Fury wants us to go dark on this front."

I blinked, "what do you mean?"

"The formula you discovered, the one that unlocks a human's latent mutagen...it's too risky to let out. And if HYDRA does have people in SHIELD..."

"Then we would be giving it to them on a silver platter. But if an outsider like me had it….fine, did he erase the email I sent him?" I looked at her deep cleavage and suddenly the mental image of pinning her to the ground and fucking them came into my head, but as soon as it did I crushed it. 'Keep it together man!'

Drew nodded as she walked next to me and leaned on the railings, sticking her ass out, teasing me as she angled it away, showing off her firm behind, "you have the only digital copy. I already scrambled all information regarding the formula from the building's servers."

She was so close now, there was a loud rumbling in my ears, blood pumping furiously as it moved downwards. A primal part of me called out to try and claim her, to fuck her right over the roof until she could no longer stand. And right now I found no reason to say no.

Wait what?! No! Stop thinking like that! Focus asshole!

"Right...where do we begin?" I asked.

"Well I suppose for now we have to track this giant lizard of yours and find out what he knows, who knows, it might be fun," Jessica smirked as she got off the railing and approached me.

My eyes widened a she slowly pulled her body suit zipper down till her navel, revealing the black lace bra she wore underneath.

"I have to give it to you Peter, you really did a great job," she said in a husky tone as she closed the distance and leaned forward, one hand pressing on my chest, pushing me back onto the roof railing while the other went to my gut, just a few inches over my hardening groin.

"What do you mean?" I asked her as all instances of wanting to remain 'professional', going out the window. My left hand went to her ass, cupping it's form as my other hand came on her thigh, sliding it up slowly.

"I mean, you did a good job resisting for as long as you did," her hands came up to my helmet, she tried to remove it but failed, "take it off, now," she growled.

I found no reason to disobey as I took off my helmet and showed her my face. Jessica licked her lips, "oh you have no idea how long I've been waiting for this," she grabbed the helmet and threw it aside.

 **AN Note: First off, this is going against every fiber of my being doing this; interrupting the flow of the story midway, but I felt I had too. The Following scene contains heavy lemon, like just imagine a truck full of the stuff laced with the salty tears of Spider-man haters.**

 **So, you have been warned. The plot woven into the lemon is insignificant: Jessica and Peter go back to the safe house he used in Queen when under the training of Black Widow, the next day Gwen Stacy calls and asks Peter to come back to Conner's lab as she found something important. Jessica decided to tag along.**

 **There, now, if you wish, you can just skip the whole of the remaining chapter to the next chapter. DO NOT DARE SAY I HAVEN'T WARNED YOU.**

She grabbed my hand and brought it down to her zipper, "do you know how hard it is for me to not shove you down onto the ground and fuck you raw?"

I pushed my hand down, pushing underneath the zipper and pushed my fingers to her over her mound. I cursed, I couldn't feel a thing, "believe me Jessica, I know exactly how you feel," I pulled my hand out and grabbed her and spun her around.

"Peter!" she shrieked in joy as I shoved her against the railings and bending her over.

"It's been hard for me as well," I growled into her ears as I reached around and played with her tits, cupping her molds, bruising the fact that my gloves hide so much from me still. I'm really starting to hate this thing.

"Oh I know," she mumbled back as she shock her rear deeper into my groin, digging my cock into her ass cheeks, "go ahead, show me what you got Spider."

I pressed my rock hard member against her ass, the primal need I was feeling asking me to fuck her right then and do it now. But I resisted, because I knew as frustrated as I was, she was twice as so.

I reached out and grabbed her uniform and pulled it down, freeing her breasts and arms from the suit. I shoved my cock against her hips, pinning her to the railing as I slammed my chest piece to release the suit.

I pulled it down and stood in my boxers. She looked behind, her lust filled green eyes landing at the thin fabric barely hiding my erection, the buttons on the flap being stretched out from its length trying to break free

She licked her lips, "oh god yes."

I growled back as I grabbed her neck and pulled her up, holding her close to me as I shoved my right hand down her pants, passed the zipper and under her panties, feeling the dampness of her cunt as I flicked clitoris that was erect in excitement.

"Fuck!" she growled as I shoved a finger into her and moved to, making her legs jerk sideways in pleasure. I bite her neck line, holding her in place as she threw her head up and gasped, letting go of all forms of restraint.

"Please Peter," her voice was begging, "fuck me."

"Why should I?" I asked, her, curious to know what she was willing to do.

"Because if you don't I think I might lose my MIND!" I pinched her clit gently, judging by the way her cunt began to spasm and drench my hand, she liked that a lot.

"I see...and if I do fuck you, what will you do for me?" a controlling and masochistic side of me came out, one that demanded ownership of the woman in my arms.

"Anything, everything," she gasped as she looked at me, "fuck me, please!"

All notions of being gentle and passionate flew out the window. I wanted a fuck toy and she's going to be it for me. I knew this wasn't normal, but I really ddin't care. The last person I fucked was Jean on Valentine's day, it's been too long since then. Two whole months, and I honestly didn't care anymore. Jessica Drew was mine.

I grinned, "well, since you said please," I grabbed her lips in a kiss and let go of her neck, cupping a bare breasts and squeezing it.

Her tongue began to fight mine as she tried to gain dominance, her hand moving back to cup my cock and grab it's length, jerking it back and forth, slowly, almost painfully slowly. She was about to win back the power in the act, her tongue moving to dominate mine, when I grabbed her nipple and twisted.

"Mh!" she mean, her eyes going wide in surprise. I took advantage of her shock to push her tongue into her mouth and attack her back. I slipped two fingers into her damnp cunt and began fingering her.

She moaned as she raised her leg upwards and placed a knee on her railing, opening up her legs, allowing my hand to move in deeper inside. She removed her hand from around my cock and slowly danced around the elastic before pulling it down, releasing my hard meaty pole free from it's container.

She broke the kiss, painting hard as she turned towards me, my hand inside her moved in deeper as she did. Both her feet were planted on the round as her eyes went downwards, widening at the sight of the thing standing straight between my legs.

"Holy shit," she whispered.

I pulled my fingers out of her, she moaned as they slipped out of her. I held them up, they were drenched with her cum. I smiled as I licked it, "you're not too bad yourself. Turn around, now."

Eager to obey she did as I told her. Grabbing the railings and spreading her legs. She turned around, her eyes going to cock once more. "Hurry," she begged, shaking her rear.

Slap!

I spanked her ass hard, the sound so loud I feared the agents downstairs could hear it. I smiled as instead of pain I saw pleasure fill Drew up, she shivered and moaned as I grabbed her hip and stood behind her.

"I really hate this uniform," I growled as I grabbed it part around her hips and pulled down, striping her down.

She pulled her leg out and kicked the skin tight suit away, revealing a black tongue cover her quim. She bent down, sticking her ass out, I could see her cunt, hidden behind a single silky black string, drenching her garment fully with her own cum.

I smiled and grabbed my cock and brought it forward. I pushed the string across her cunt to the side with the head of my cock and pressed it against her entrance. And then I stopped, both hands going to her hips.

I didn't say a word, there was no need. I used my powers to stick my feet against the floor of the roof and my hands on hip. I drew my cock back, she looked at it in anticipation, a drop of her cum dripping down the side of her leg.

And then I slammed it into her, hard. It came in fast, but the moment it entered her tight cunt the momentum of my trust slowed from her tightness. By the end I had to force it inside again, pushing past into her core.

"Fuck!" she cried out, no pain, only pleasure.

I pulled back, my hips pulling away, my arms pulling her off. And then I slammed my cock back into her, causing her to scream yet again.

"Yes! Yes! Yes!" she cried out over and over as finally the itch was scratched. I knew she could feel the relief as I fucked her up against the railings, her giant tits swinging freely in the air, her mouth hanging open as she cried out in pleasure.

I used all of my strength to fuck her, because I knew she could handle it. I was strong, very strong. Felicia was just a human, I always had to be careful with her. And while Jean had a powerful mind, her body was human.

But Jessica, oh Jessica's body was built for me, her cunt felt right, every time I shoved my cock's full length into it I felt her body squeeze down, refusing to let it go. I had to put so much effort in pull out, i could see her lower lips trying to keep it in.

The sound of my hips hitting her behind were loud, every time I slammed into her ripples formed on her ass. They bounced, her legs planted firmly, so they didn't move, so she could take all of my force with no lose.

I saw Jessica's hands crush the metal railing she was holding, she hanged her head, she was trying to control herself. I refused, no more control, from now on, I didn't care.

I let go of her hips and grabbed her arms and pulled them back. She threw her head up as I pulled her back with her arms, shoving my cock deeper inside.

"D-don't stop Peter! Please!" she cried out.

I grabbed both her wrists with one hand and pulled them backwards, forcing her to move up and stand straight. I was forced to bend down and angle my thrusts, but as I did I used my free hand and cupped one of her giant creamy breasts and bite down on her neck.

"Oh fuck me!" she screamed, her giant tits moving up and down from the sheer force of my thrusts. Suddenly her legs came up, she had ripped out the tiles on the roof from sheer force alone. I had fucked her so hard that was even possible, but she didn't break, she just took it, I smiled, I was right, she was my perfect fuck toy.

I pulled her against my body, her back flat against my chest as I released her arms. My left hadn moved to her clint and began to rub it while my other hand grabbed a leg and pull it upwards, allowing me to shove it into her deeper by spreading her legs.

"I'm close, I'm so fucking close!" she cried out.

I growled as I bit into her neck and flicked her clit. Her leg rested on the roof railing allowing my other hand to grab her nipple and play with it.

"Damn it, no condom," I growled as I buried my cock into her over and over again, using more energy to take it out than pushing it in. She was going to come. I could tell.

"I don't care," she hissed, "put it wherever you want, I don't care!"

I smiled, "fuck!" I wrapped her arms around her hips and pulled her off the railing and turned around and put her down on the ground.

She was on all fours as I fucked her harder, both hands on her hips, pushing into her harder and harder.

I reached forward and grabbed her hair and pulled it back, she cried out, but didn't complain or ask me to stop as suddenly her cunt squeezed around me tight, the sheer pressure around my cock forced me to almost come. But I used everything ounce of willpower I had and stopped myself.

I let got of her hair and pulled out of cunt, it's pulsating from letting me go gently. I got on my feet and looked down as she collapsed on her elbows and knees, panting hard.

"Jessica," one word, and she turned around. She looked up at me, green eyes filled with lust and wanting still. I didn't have to say anything else, she raised up, placing her hands on my thighs and sticking onto them.

She opened her mouth and swallowed my head easily. She began to bop her head on my cock, licking it's tip as she did.

But she was too slow, I growled in frustration. I reached down and grabbed her hair and pushed my cock deeper inside.

"Gawk!" the sound of her throat struggling to make room was music to my ears. Every truth was met to a sound of her wet throat trying to push more and more inside.

I felt myself come closer to the edge, "get ready," I grunted. She didn't even make me stop, instead she tried to take me in deeper.

And then, I let go. I felt three, four, five spasm go through my cock as my cum was shot down her throat. Immediately my cum filled her mouth, causing her to spill some out.

I didn't care though, I grabbed her head with both hands and shoved it down my cock deeper, forcing my cock into her mouth all the way, before I slowly pulled out.

I titled Jessica's head upwards, making her look at me. Her tongue came out of the sea of white cum in her mouth. She began to swoop in all the cum inside, I heard her throat gulp it all down. And whens he was done, she brought her mouth to my length and licked it clean.

She kissed my tip and finally, when she was done, she looked at me, lust still there, "next time, we should do it somewhere more comfortable," she looked at the rooftop where we had fucked like animals, "and somewhere soundproof."

I growled, "next time, we don't stop until one of us faints."

She smirked, "I don't see why we can't do that this time around."

"Because I'm pretty sure someone down there heard us," I looked over my shoulder and saw a few SHIELD agents coming to the building, "we need to get dressed, quickly."

"If you say so," she smiled as suddenly she opened her jaw wide and swallowed my softening member hole, squeezing down on it with her lips before pulling back, pushing every single drop of cum I had out into her mouth.

I heard her swallow it and sigh, "I think our pheromones did more than just give us sexy tension. It also make the other person taste delicious."

I raised an eyebrow before looking at my right digits, still covered with the remains of Jessica's juices. I licked it clean and blinked at the pleasurable taste, "huh, you're right..."

"I usually am," she smiled as she leaned forward and kissed the tip of my cock once again before standing up and grabbing her uniform, "do you have a ride?"

"I used to, but it's kind of in the shop," I said as I grabbed my suit and slipped it on before activating the locking mechanism.

"Then I can drop you," Jessica said as she simned her long shapely legs into her skin tight suit once more, her ass filling it out to the limit as she slowly unzipped it back up, hiding her cleavage, I was right, she was trying to seduce me the moment she walked in here.

"Thanks, I appreciate it," I looked around and found my helmet across the roof, I picked it up and dusted it off before turning to Jessica, "what's your ride anyway?"

She smiled as she took out a keychain fob and pressed a button on it. Immediately I heard a mechanical whirring as a small jet like the one That flew during the chitauri invasion came flying out of the woods and stopped before us.

I smiled, "cool." The plane's backdoor opened up and we both jumped up, clearing 30 feet easily as we entered inside. The door closing behind us as the jet leveled off.

"I'm going to set up base in the safe house you at agent Romanoff used," Drew explained as she set the coordinates I recognized were for New York, "I'll be living there 24/7 until this whole Roxxon thing is solved. When you get a lead or you need help just call me and I'll be right over."

"Your number?" I asked as the plane took off, zooming away from the Roxxon facility.

"I'll message it," she replied.

"Hm..." I looked around, "hey Jessica, this thing has auto pilot right?"

She turned her seat around and nodded, "yeah, why?"

I said nothing as I tossed my helmet over my shoulder and grabbed her arm and pulled her off the chair. I slammed her against the side of the cockpit and growled as I pulled down her zipper and grabbed her ass and squeezed.

"Good, then you don't have to focus on flying it," I felt myself harden once more as she smiled. I pulled open her suit and released her breast once more, growling as I bite her perky mammaries once more, "how long until we reach New York?"

"Oh who fucking cares?" she said as she threw her head up and moaned the moment my teeth bit down on her flesh. Oh yeah, who the hell cares.

 **The next day:**

I groaned as I opened my eyes and sighed, my body feeling refreshed and full charged. The entire week has been one thing after another, with Doom getting diplomatic and the possibility of Spider-man getting sued.

Then came the Lizard and Roxxon, I haven't been sleeping very well in quite a while, but now, not I think I finally slept my fair share. And judge from the way my mind sang and my eyes felt, I got the full eight hour recommended sleep.

I looked around and realised I wasn't at home or at my lab, but instead I was in the lower basement room of the Queen's SHIELD hideout, the same room Natasha used while she was my handler.

The room was spartan like, only a bed and a closet. The walls were painted dark blue with a single ceiling light. The bed at least was comfortable, queen sized and very soft.

I turned to my left and saw Jessica curled up besides me, a leg thrown over my body and her head resting my chest.

I smiled as I remembered last night. We fucked all the way back to New york, instead of dropping me home she took me directly to the safehouse. We began stripping the moment we stepped into the safehouse. Eventually we made our way downstairs to this room.

I don't remember how many times we did it, and I don't care. We only stopped when Jessica was unable to go on, her stamina finally peaked and she collapsed onto the bed, fainting with her most recent orgasm. Guess even though we were equals in most things, I still had the advantage by a small margin.

I looked down at her and immediately I felt myself harden. That face, god I wanted to make it scream my name over and over again. I reached down to her ass and squeezed it, she mumbled something, I smiled.

"Jessica," I whispered as I roll her over and slowly got on top of her, the sheet covering us slipping away as my knees were between her hips.

"What?" she mumbled, rubbing her eyes, slowly waking up.

"I just wanted to say," I lowered my cock and slowly touched her entrance, pushing forward into the familiar warm cunt once more.

"Ep!" her eyes opened up wide, "d-damn it Peter!"

I grinned as she grabbed my shoulders for support as I began to pick up the pace, her tits bouncing up and down as she closed her eye and cried out in pleasure.

"You know the best part about us Spiders?" I asked her as I plunged myself fully into her.

"W-what?" she asked.

"I'm pretty sure we're sex gods," I grinned as I reached around and picked up Jessica and hugged her as I picked up the pace.

"You may be, but I'm still mortal," she groaned, "God, how did your girlfriend ever manage to satisfy you?"

I grunted, "she was creative," looked down at her judging darier and smiled as reached down with both hands and grabbed them, using them to pull her up closer, "although if you can't keep up, we can always invite Jean, I'm sure she would love to met you."

"Jean?" she grunted, "the psychic?"

"Oh yeah," I spanked her rear, watching it jiggle every time I trust into her, "and she loves to share. Just saying."

"You're a fucking beast, you know that?" Jessica smiled as she pulled back from ema and smiled down at me. For a moment I was mesmerized, she was beautiful, I was attracted to her yes. But god was she beautiful, those green eyes and that dark hair reaching down to her lower back, god it was perfect.

She placed her hands on my chest and kissed me hard, pushing me back on the bed as she did. She bite my lips playfully as she straddled my hips and picked up the momentum.

"If you want," she said as she pulled away and stood up straight, her breasts proudly displayed as she bounced on my cock like an exercise ball, "we can call her over tomorrow. I'll even hold her head down as you shove your cock down her throat. But right now? You're mine. And you're going to fuck me until I can't walk."

I smiled, "of you are going to regret saying that."

But just as I was about to release a new form of hell on her, my phone's ringtone rang out. She looked at me and raised an eyebrow, "really?"

I sighed, "fuck them," i reached up to her hips and helped her bounce on my groin, "damn them all. Focus on me."

The call ended after a moment before again picking up. This time Jessica looked worried, "it could be serious."

"Do you want me to stop?" I asked her as I pulled her down and rolled over, pinning her down, giving me to traction to be a little more forceful, making her grunt with each trust.

"No," she smiled, kissing me again.

And then the thing rang for a third time.

"Fucking hell!" I cried out, "someone better be dead or dying!" I looked up from Jessica's delicious body squirming underneath me and searched the room, finding my costume hanging off a closet door on the other side of the room and my phone in it's backpack.

I sighed, "great, just great."

"Oh come on," Jessica cried out as she wrapped her legs around my hips, "I'm so close!"

I rolled my eyes and focused on on drawing in magic, trying to focus on the spell rather than the hot tight cunt currently wrapped around cock and the sexy legs wrapped around me. I reached out and tried to summon the whips of vastha.

And surprisingly, the spell came to me quickly, and far stronger than ever before. I was shocked as the glowing red and gold band of energy came out and flew across the room, grabbing my backpack and bringing it back to me.

"How did you do that?" Jessica asked as she relaxed her legs a little, though still refusing to let me out of bed.

"Magic," I told her as I grabbed my phone and threw the costume aside. I looked at the caller ID and saw the name Gwen Stacy on it. I sighed, "Jessica, it's Coroner's assistant."

"Pick it up, it might be important," she said in a very professional voice, one you wouldn't expect from a woman who was currently being ploughed into her bed. She then spoke up again, this time in a far more flirty voice, "don't worry, I'll be quite."

I sirked, "I'm sure," I picked up the call, "hello?"

" _Peter? Is everything okay?_ " Gwen immediately asked, " _why didn't you pick up?_ "

"Sorry about that Gwen, it was a long night," I sighed looking down at Jessica who stifled her laughter, "I was kind of doing something important."

" _Is it related to doctor C?_ " she asked.

"Ah, kind of," Jessica rolled us around on the bed and pushed me down, straddling me again as she began to bounce up and down, smirking as she leaned forward, placing her giant breast right above my face.

" _Okay...right, anyway listen I woke up a little early today and decided to see if the police missed anything at the lab. When I came I noticed several equipment were missing, expensive kind. I asked my dad if his people took and he said no._ "

"So it was stolen?" I asked as I lifted my head and caught a nipple in my mouth and began to suck it, Jessica stifled a moan as I played with her, slowing down her bounces, making me pick up the pace.

" _No, I don't-Peter, what's the sound?_ " Gwen suddenly asked.

"What sound?" I asked, rleaseing the nipple before lickign it gently.

" _It sounds like a patting sound, like someone slapping something._ "

I looked down at Jessica's fat behind hitting my thighs every time I plunged into her, "hm, must be bad reception. I'm at the office right now, Reed or Johnny is probably doing something. Anyway go on, you were saying?"

" _Right...anyway, it may be a thief, but those things are very difficult to sell. They only have one use and they aren't...well, really black market stuff. No one would buy them, hell it was difficult enough for Doctor C to get them in the first place._ "

"I see," I grabbed a tit with one hand and played with it while licking the others, "so what do you think happened."

" _Well I don't know...I was hoping you could come and help me search for it?_ "

I groaned, "Gwen, why do you sound so worried? What are these things used for anyway?" Jessica suddenly pulled away, Peter shot her a confused look, but she just winked in return before pulling herself off his cock, letting the fully soaked member stand up straight.

She then lowered herself down and quickly swallowed it whole into her mouth, licking her own juices off of it as she did so.

" _Peter...the things that were stolen? We used them to make the serum in the first place. And along with them...they also stole several things that could possibly be combined to be used as an aerosol distributor._ "

My eyes widened as suddenly Jessica plunged my entire cock into her throat, for the first time ever a woman was able to do that, and I wasn't ready. "Fuck!" I cried out as suddenly I found myself coming directly down her throat.

" _So you get it right?! Someone is trying to poison the city! I told my dad but...he doesn't believe me. You're the only one I can turn to Peter, please, you need to help me._ "

I panted as I felt Jessica pracitcally suck all the sperm my ball produced out of me. I sighed, "where are you?"

" _At the university, please hurry,_ " she said urgently.

"Yeah, don't worry," I sighed as Jessica sucked the last bite of my cum into her mouth, popping it out as she did. She looked at me opened her mouth, displaying its contents before swallowing it whole with a wink.

" _I'll see you soon Peter,_ " Gwen replied.

"Yeah, soon, bye," I grunted, cutting the call. I put my head down and groped, "okay, here's the plan, we go out, find this thrice damn cock blocking Lizard and kick his ass. You in?"

"Peter, cock blocking only applies when they stop you from having sex," Jessica raised an mischievous eyebrow.

I snorted, "you and I both know this is foreplay, we aren't even close to the real deal."

Jessica smirked, "maybe, now, let's get going. We have a city to save."

"Yes ma'am," I smirked. Personally, I think this is the best morning I have ever had in my entire life.

* * *

 **Yes, this entire chapter was just a giant porno to show the limit to which Peter's and Jessica's sexual attraction to each other can go, when not limited and driven by pure desire. It's honestly something I wanted to explore a lot in my writing, and I might once or twice later on, but not any time soon...again I mean.**

 **Also, please, please, please don't flag this story for being inappropriate or something, I really don't want this taken down. I had given you enough warning and if you still went ahead and read it and found it...well, you know, then that's on you buddy.**


	52. NY City Tours: Lizard Hunting special!

We drove through New York in a bright red camaro. The same kind BumbleBee in the transformers movies turned into. Honestly, this was a childhood dream coming true.

"This is one hell of a bitching car," I whistled as we cut through traffic.

"I know," Jessica smiled, "that's why I specifically. My boss said it wouldn't be very covert, not a car someone who didn't want to be noticed would drive. But I told him it was so covert, that nobody in their right mind would ever think I spy would drive it."

I blinked, "that's...actually pretty smart. Huh."

"Not just a pretty face you know," she smiled and suddenly I realised there was so much about her I didn't know. I knew her story but...just who was she? She grew up in the past, was frozen in ice for so long...how did she even adapt?

"Hey Jessica," I called out, "what are you doing tonight?"

She looked over, "I told you, until this whole Roxxon thing is wrapped up I'll be in NY as your liaison."

I smirked, "great. Then do you want to watch a movie?"

She blinked, "like a date?"

"Not like a date, a date."

"You do realise we're already sleeping together right?"

I chuckled, "yeah but...I don't know, I'm curious. We both are attracted to each other, yeah, but I honestly think it's worth seeing what each other are like inside."

Jessica smirked, "aren't you a big softly. Alright Peter, tonight, movie, it's a date. Although, you kind of need to know one thing."

"And what's that?"

She looked at me, "I didn't fuck you because of the pheromones. I did it because I wanted you."

I blinked, "what? Why?"

"Simple," she smirked as she looked at the road, "I knew you would rock my world. You didn't disappoint."

I won't lie. Kind of a proud moment for me there.

We reached Empire state university soon and waiting outside was Gwen, wearing a purple hoodie and black pants with her hair tied back in a small ponytail and a touch of makeup on her face.

Jessica parked the car before her, surprisingly the girl. I quickly got out, her eyes widening as she saw me, "Peter? Is this your ride?"

"No, it's hers," I said as Jessica came out, standing up straight and looking down at Gwen with narrowed eyes.

"Oh...hello," Gwen said nervously, obviously intimidated by the taller and...more mature woman. Her eyes darted between Jessica's breasts and ass, immediately I smelt sadness creep out of her.

I chuckled, "Gwen, this is Jessica Drew. She's a friends and kind of a badass. I figured if we're going to do this we shouldn't go in unprotected."

"Oh...so, you're like a bodyguard?" Gwen asked nervously.

Jessica looked down at the shorter girl and nodded, "kind off..and you're?"

"G-Gwen, Gwen Stacy," the girl gulped, "hi." Jessica didn't respond, looking serious as she narrowed her eyes at the blonde. But I smelt her amusement, she was having fun intimidating the smaller girl.

I smirked, "right then, shall we crack on? What did you find Gwen?"

"R-right, follow me," she motioned as he did, entering the iron gates of this creepy place once more. Though admittedly it was less creepy in the morning.

We made our war to the lab once more, this time yellow police tape locked out path, though all three of us didn't blink and continued stepping over it.

I looked at the room, the blood of the murdered officer was no dry, though the stains remained. Guess they hadn't gotten around to it yet. I grew angry when I felt Jessica touch me shoulder, calming me down quickly. Right, focus.

Gwen walked in and looked around, "when I came in this morning the machine were gone," she pointed at one corner of the room which lighter than the other parts, indicating something had been placed there for a long period of time and recently removed.

"Do you have the model name?" I asked as I examined the trace of the machine on the ground.

"Yeah, here," she handed me a paper pad with a listing of several machines on it, and one thing that matched the machine's description was a machine known as the micro dispersion unit.

"If this is the thing that was taken..." I hummed, just like the plot of the Amazing spider-man, the lizard wasn't to turn all humans into...well, giant lizards. I turned to Jessica, "this could mean a bio war, we need to get the city put on a quarantine and have SHIELD search the tunnels for this thing."

Jessica nodded, "you sure?"

"This thing has the potential to become a bio weapon, depending on the serum used in it, it can possibly be deadly. Even if it wasn't the Lizard who did this, we still have a possible bio weapon on our hands."

"What do you mean possible?" Gwen asked.

"This machine, it can disperse a serum into the air, but not in large quantities. For that you would need...hm, an actual bio weapon. This is basically a bootleg version of it, if they want to cause real damage, they are going to have to use a real one."

"Where would they get something like that?" Jessica asked, already taking out her phone and texting away.

"Hm...well, Stark industries for one," I shrugged.

"Steak stopped all productions on his weapons," Gwen argued, "I doubt he would have a state of the art bio weapon on hand."

I humned, "true...well, then within city limits I can only think of one other company which could possibly have something like this."

"Who?" Jessica asked, Gwen also curious.

"Oscorp," I grumbled, "it's always Oscorp..."

"I'll call SHIELD and tell them about this, at the very least Homeland security will get involved," Jessica informed me as she moved away and began calling someone up.

Gwen turned to me and blinked, "does she seriously have SHIELD on speed dial? What type of bodyguard is she?"

I grinned, "the amazing kind. Now, we better..." I came to slow stop as I was suddenly hit with a gust of wind. I turned back and saw the shattered window from last night, I blinked, something was...off.

"Peter? What's wrong?" Gwen asked, but I ignored her completely, walking towards the window. Jessica was speaking to someone off in the corner, but she also looked curious.

I stood before the window and sniffed the air, something was...off. I sniffed again and this time I got it. Sewer water. I looked out the window and saw the manhole cover on the road the lizard used to escape, I looked at it, hm, a possible escape route.

The sewers...damn it, I just got my costume fixed from last time! I sighed and turned to Gwen who looked eager for an answer. I smiled, "sorry, it was nothing."

Gwen sighed, "it's fine...anyway, what are we going to do now? I mean, will anyone actually listen to us? A giant lizard is one thing, but a possible biochemical bomb is...well, kind of crazy."

"They will listen to us," Jessica spoke as she hanged up, "a SHIELD team will be in Oscorp in moments, hopefully, they will run into whoever is stealing these weapons."

"I think it's the same person," I replied.

Gwen's eyes widened, "you think the Lizard is trying to poison the city?"

I nodded, "it's just a theory, but yeah," my eyes landing on the sewers, I need to try and stop him before it's too late…

"Peter," Jessica said in a soft tone, "what do you need?"

I turned ot her and Gwen, both looking curious. I sighed, "I think you two need to find Gwen's dad and convince him to evacuate the city. Do whatever you have to, get Homeland security involved if you have to, but get the people out of here."

"What will you be doing?" Jessica asked.

"The Baxter foundation has the top most genetic scientist in the world working for them," I smirked, "if the Lizard is planning on poisoning people, I'm sure she will be able to give us a solution. Plus...I think I can get Johnny to bring Spider-man into this. He'll be invaluable if that's the case."

Gwen's eyes widened, "with….Johnny...Baxter foundation...you know Johnny Storm?!"

I sirked, "know him? He's my best friend."

"What?!"

I chuckled, "I promise I'll tell you later. Right now you and Jessica need to leave."

"What about you?!" Gwen asked in a worried tone, "we can't just leave you here."

"I have a ride, it's fine," I waved her worry away, "besides, the Baxter building is just a few blocks away, I'll be fine."

"Peter," Jessica began, but I shot her a sharp glare and immediately she stopped. She sighed, "fine...be careful. And if anything happens...call me."

I nodded, "I will, promise."

"But-but," Gwen stammered.

"Relax pixie, I'll be fine," I winked, "and just incase, I always have a trick or two up my sleeve," I motioned to my forearm and immediately Gwen's eyes widened as she realised what I meant.

"R-right," she nodded, now a lot more sure in regards to my safety.

"Let's go," Jessica prompted Gwen to move as we all walked out of the building. As Gwen and Jessica got into her car the latter shot me a warning look. The message was clear, 'don't die'.

I waved them off and the moment the car turned the corner I vanished as well. I jumped into a tree and changed into my costume thanks to the dense foliage of the leaves. I then shot out a webline grabbed the sewer lid and flicked it into the air.

I leaped out of the tree and dived down, the manhole cover coming down the moment I jumped down, I doubt people even saw me.

I crawled along the top of the sewer tunnels, the water inside so disgusting I didn't even want to imagine what was inside. I tried not to puke several time, and it took a lot of hard work to force myself to remain in here. God I hate the damn Lizard, first he cock blocks me and then makes me go through the sewers!

Sigh, today started out so nice too.

"Sexy, call," I hurled as I almost puked the moment I opened my mouth, "Sexy engae air filtration please."

Almost immediately my helmet began to whirl, giving me semi filtered air making the sewers a little more bearable. Though it did nothing for the smell, which was really the problem.

I sighed, "good enough I guess. Anyway, Sexy, send Susan Storm everything we have on conners project with Roxxon, including the files we have on the blue mutant serum we found in their mutant farm. And then call Susan, quickly."

The call went and she picked up in two rings, "hello? Peter?"

"I just sent you a mail with a lot of files. Look at the one labeled 'Lizard juice' and tell me what you think."

"Right, wait a moment," she replied as she began to work, I heard her typing away. She then almost immediately came back on, "this is….holy shit. It's like a broken down version of your own blood."

"Hm, Conners did base it on Richard's formula, that would make sense I guess."

"What? Peter what are you talking about? What's going on?"

"Sue, a man named doctor Curt Connors tried to reinvent my parent's formula, he was...partially successful. He ended up mutating himself into a giant Lizard hybrid. And I think, I'm not sure, I think he now wants to infect the rest of the city."

"WHAT?!"

"Yeah, I know. Not what I wanted to do today either. Anyway, I need your help, I'm trying to stop him, but if I fail and he succeeded, I need something to reverse the formulas effects. Do you think you can do that?"

"I...I guess. I mean when I compare your blood work with this...I do see some similarities, like the way they deal with lipoproteins and all. But there is a second part here that's missing...which is odd."

"Open the second file labeled Roxxon mutagen," I told her. The tunnel slowly gave way to a giant swirling cease pool of sewer water. It was like a giant hub of drains for the collected four blocks. Great, just great.

"Peter...what is this?"

"Roxxon wanted to start an arms race but turning people into mutant slaves. I managed to stop a single facility but I doubt this is going to stop them. This is highly dangerous Sue, please delete it the moment you are done.

"I see...and is it the second component for the Lizard formula?"

"Yeah, it is."

"Alright then, I'll get to work, I'll call you if I have something," she hanged up, the enthusiasm was clear in her voice. She may mainly focus on the financial side of things, but she too was a scientist at heart.

I sighed 'alright, time to focus,' I looked around at the sewers. There were over twenty possible passages he could have gone through. So which one? Hm….wait, he was carrying the device with him, meaning it would have been heavy and he couldn't afford to get it wet, it was far too delicate for that.

I looked around, trying to search for any sort of claw marks, he would have had to crawl on the side of the tunnel walls to avoid damaging his prize.

And then, I noticed it, seventh tunnel from the bottom to my right. It had freshly made claw marks along it's arch, I immediately swung over and crawled through it, going as fast as I could without slipping up.

"Sexy, where does this tunnel lead? What's the most significant location?" I asked.

" _According to this map you are heading directly North up to Central Park,_ " Sexy replied.

I blinked central park...well, it would be packed, it is an early afternoon on a Saturday. But I mean, if he wanted to make a real impact he should just target...Times Square.

"Sexy, does it also pass through Time's Square?" I asked.

" _That is correct, yes,_ " she replied.

I cursed, Time's Square, always Time's fucking Suare! I reached the closest manhole cover and jumped out onto the street.

"Hey! It's Spider-man!" someone cried out but I ignored him and jumped onto a lightpol and swung away.

"Sexy, send a tweet out, write: Emergency, not a drill, all citizens exit Time's Square immediately!" I cried out.

" _Sent,_ " she replied.

 **Ten minutes:**

I landed on top of the jumbotron in the middle of Time's Square and was shocked to say the least.

New Yorkers are stubborn, famously so. But now...well, I just saw proof of the exact opposite. Because right now, i was looking at a deserted Times Square. I saw down the road several people standing a block away. There was no barricade, no police protection, people were just standing there, waiting.

A few of them were recording me with their phones, but other than that...nothing. They were all waiting for me to give the all clear. Damn….this is amazing!

"Ah Sexy...how many peopel saw that tweet?" the AI put up a hologram of the tweet on my screen. I whistled, "twenty nine million in twenty minutes? Nice...and scary," I dismissed the tweet and looked around, "use infrared Sexy, find me a sex foot tall 400 pound replitle."

My vision turned to a collage of red, orange, green and blue. I looked around, searching for any sign of the creature. But soon I quickly realised that...well, he was a no show.

"Hey Spidey!" someone cried out, "can we get back to work on not?!"

"Yeah man! What's the hold up!" another asked.

"Wait for a fucking second!" I yelled back.

"Hey we all have shit to do!"

"You think I want to be here on a Saturday morning?! I would rather be in bed instead of taking a trip through the sewers! But right now there's a fucking giant lizard out here trying to hurt people! So shut the fuck up!"

"What does it look like?!" someone far away cried out.

"What?!" I asked, not being able to hear them properly.

"WHAT?! DOES?! IT?! LOOK?! LIKE?!" the entire crowd asked.

"It's like six feet tall and green!" I yelled back.

"Oh...like that?!" one guy pointed over at the top of a building across the street. And there, sneaking along the rooftops was the Lizard out in broad daylight carrying a white device in his arms.

"Fuck! Everyone! Get out!" I yelled as I jumped and swung towards Corners, the people all rushing away, while a few stayed back to take videos.

I swung over to the building he was sneaking through and landed before him in a crouch. "Esh, you're uglier than the Hulk when he wakes up. Tell me, is your brother Voldemort? Cause I see the family resemblance."

"SSpider," he hissed, his forked tounge coming out and flickgin the air.

I shivered, "so creepy," I looked down, the device was wrapped around his tail and held back. It was a testament to his tail's strength seeing at he held it up with barely any effort.

"Get away," it hissed at me, "or I'll kill you..."

"Trust me buddy, better people than you have tried," I raised my fists and charged my repulsor, "now then. Put down the machine...or don't. I don't' really care, either way I'll just blast you...wait….why am I even talking to you?"

I leaped forward, the Lizard dashing away to avoid me. I sent out twin repulsor beams, but the thing was far too agile for anything his size had any right to be. I cursed and jumped, clearing the roof in one swoop and landing before the Lizard.

I was about to charge him head on, when he did the unthinkable, he threw the device at me.

I was so shocked I had just enough time to duck under the flying machine. It flew over the roof and threatened to land on the people on the streets. I cursed and jumped to the roof's edge and shot a webline out, grabbing the machine before it crashed and hurt someone.

"I told you guys to leave!" I cried out as I pulled the machine back up.

"Sorry!"

I grabbed the machine and lifted it back to the roof, just as my spider sense tingle. I couldn't move though, I turned to see the Lizard's giant tail come flying at me. I cursed, 'fucking hell.'

CRACK!

That was the sound of something breaking. I flew off off the roof and down into traffic. " _Deploying emergency webline_!" I heard Sexy call out as the arms in my back popped out and created a four way webline hampor for me, catching me before I hit the ground.

I groaned as I held my sides in pain. I watched as the Liard leaped away, rushing through building blocks just as fast as I would. God that thing was fast.

And smart...it knew I could catch the machine, it knew the people would get hurt if I didn't. It isn't just strong and fast, it was also smart.

I coughed, "Sexy, deploy a monitor drone," I saw a miniature version of the drone I had made to monitor Harry before he became Glider come flying out of my utility belt. "Track the Lizard, don't lose sight of him."

" _Understood,_ " Sexy replied as the dorne flew off.

I groaned, "how long until I'm healed?"

" _My scans show that it will take...maybe 10 minutes for you to properly heal. You are suffering from five broken ribs, a collapsed lung and a sprained shoulder._ "

"All that from one tail," I coughed, "damn...call Johnny Storm please."

The ring went through, he picked up within seconds, "not the time Pete, I'm on a date."

I blinked, "oh...okay then. Sorry to bother you," I disconnected the call and blinked 'why did I do that'….sigh, fucking hell, I think I may have a concussion as well.

Immediately I called him back. "What? I told you-"

"-There is a giant six foot Lizard threaten to turn people into Lizards hybrids. I am sure Liz will understand."

"But dude-" I heard Liz's voice on the other end, I could hear the muffled note of, 'with great power comes great responsibility'. I snorted, I didn't expect her of all people to say that. I heard Johnny sigh, "fine, where?"

"I have a drone monitoring him, I'll send you the information," Sexy displayed the message being sent, "you should be getting it right now?"

"What about you? What are you doing?" Johnny asked.

"Ah," I looked down and saw several people taking photos, "I'm kind of spent right now. Give a moment to catch my breath."

"Ah...okay."

Johnny connected and I sighed, "I really hate this day."

"Hey Spidey! You got a nice ass!" I heard a woman call out.

I groaned, "please don't tell me people are snapping pics of my butt and posting it online."

" _Actually..._ " my AI spoke up, displaying several images that was being uploaded with my name as a tag. They were all close up snaps of my ass. On a side note...I do have a very nice behind.

 **Ten minutes later:**

I swung by Central Park zoo, "Sexy, are you sure this is where the Lizard came?"

" _The Drone's single died off here last._ "

I landed on the zoo's sign and looked around, "well...it doesn't look like he's here-"

BOOM!

There was a giant explosion as a fire bomb went off in the distance. I sighed, "I stand corrected," I immediately swung away.

I came upon a very strange sight to say the least. Johnny Storm through fireballs at a giant Lizard, who grabed and threw giant boulders at him from inside the open animal cages.

I looked around, it was empty, good, that meant no casualties. "Sexy, hack into the security cameras and search this place for any civilians."

" _Right,_ " she replied promptly.

I swung over and landed on the pit with the Lizard, the giant green scaled freak was too busy trying to hit Johnny to notice me.

"Payback," I grinned as I stretched out my chest piece and release a unibeam at full power.

"SCREW!" it cried out as it got hit right in the side, sending it flying through the air and into another pen.

"About time you got here!" Johnny cried out as he flew down to met me, "honestly, why is a giant Lizard taking so long to beat?!"

I blinked, "are you asking me?"

Johnny snorted, "whatever man, let's just get this thing."

I jumped up and threw my hands forward, Johnny catching me and flying me up into the air. We spotted the Lizard for a second before it scremaled away, hiding in the trees.

"Can you find him?" Johnny asked.

"No," I tapped heat vision mode and cursed, "his body temperature is...alternating, it doesn't stick out enough."

" _Spider, I just discovered a group of students still inside the zoo. They are located up North by the Snow Leopards and from what the security feed shows the Lizard is heading there as well._ "

"You heard the AI! Vamanos!" I cried out as Johnny took off.

We reached there in seconds, just in time see the six feet monsters towering over a group of kids. And what's worse, the cage for the Snow Leopards were broken, the animals were free.

"You get the leopards Il get the Lizard!" I called out.

"Right!" Johnny threw me down.

SKIT!

My arms popped out of my back as I came flying down and landed on the Lizards' head, leaping off and landing before him and the kids.

"Stay back!" I warned them without turning. The monster growled and charged me, swiping at my head. I ducked and commanded two arms to plug into his side, piercing him.

I then punched his solar plexus and pushed him back by a few feet from the hit. He growled, holding his side in pain before charging at me once more. He swung his tail and I jumped over it before sending a web shot at his eyes and blinding him.

"Screech!" it cried out, charging me blindly. I was about to jump away when I realised the children were behind me. So I stayed and slammed into him, forcing him to stop by grabbing an arm and putting his snout in a headlock.

I grunted as I strained myself to my limit, forcing myself to hold him as he struggled to break free. I looked up, the children looked at me in awe, I think they were in shock.

"What are you waiting for?!" I asked, crying out, "run!"

They stayed rotted in place, but the child at the front, a ten year old black kid wearing a black and red hoodie inspired by my costume nodded, "r-right! We gotta move you guys!" he told his friends, finally causing them to all run.

I waited until the kids were gone before trying to shoot a weblink into the Lizard's mouth to suffocate him, only for the monster to gain the upper hand thanks to a sudden rush of strength.

He flipped me over before I even know what he was doing, pining me to the ground. His fist closing around my windpipe and a clawed fist raised to punch my head in.

Skit!

Immediately all four arms came and plunged into his body. "SCREECH!" he cried out in pain as he grabbed the arms and swung it over.

I was flug around, he spun my by the arms over his head, like a ball, faster and faster, until the joints of the arms couldn't take anymore and snapped.

I found myself flying into a wall. I crashed into it, hard, my head ringing as I collapsed down. I turned and looked up, the Lizards rushing quickly to me, his tail sining down.

"Unibeam-" I croaked out as immediately the blast of energy came flying out, blasting away the Lizard's tail off it's body.

"ARGH!" his cries sounded almost human as it feel to the ground in pain. I looked at me, growling as it did. It crawled over, grabbed and held me down with one hand, rising the other into the air.

SLASH!

He dug into my chest with his claws, ripping away the chest piece with a single swipe, cutting into my chest and causing deep, deep slashes inside.

I felt the black liquid of the parker blood mix with my owe red life blood, forming into a mess black and red that exploded outward.

SLICE!

He truck again, this time slashing at my stomach. Already I felt my body's pain reduce as the wounds on my chest healed, the lizard saw this, his red eyes visibly widened. It growled, it took offence to the fact that I healed so quickly, I could smell his jealousy.

SLASH!

Once more my chest was ripped apart, by now my costume front was ripped apart into shreds. 'Come on Johnny!' I thought, I saw him ready to slam it down, when suddenly-

BAM!

A fire extinguisher hit the Lizard up the head, startling both him and I. We turned and there, standing with a look of pure fear and shaking legs was the black kid form before.

"SCREE!" the Lizard let go of me and charged the kid.

"ARGH!" he cried out, putting his hands up in defense.

BAM! BAM! BAM!

Three shots fired into the Lizard's side, causing the thing to cry out in pain and jump away, hiding in the trees.

I turned and found Jessica in her SHIELD uniform with a smoking gun in hand and a very pissed off snarl, "hands off!"

I sighed as I got to my feet, my head spinning, the Lizard isn't the hulk or the Rhino, but it's certainly powerful enough to make things hurt. God, it's like fighting a super alligator! Not that I would know how that would compare…

"Are you okay?" Jessica came rushing to my side, gun still out. She looked at me with a concerned look, immediately I felt the urge to mate with her right here, but I resisted, obviously.

"I'm fine, don't' worry about me," I sighed looking down to see my wounds already close up. I sighed and shook my head, "God that thing hits hard."

"Spidey!" I looked up to see Johnny floating above me, "the leopards are caged! Anything else?"

"The Lizard managed to escape, do you think you can find him from up top?" I asked. Johnny nodded and took off without another word. I sighed and turned to Jessica, "how did you get here so fast?"

"Oscorp is just a few blocks away, and I follow you on Twitter," she smirked.

"I see, did you get the tech from Oscorp settled in?" I asked her.

Jessica nodded, "yes. I had Homeland security seize it, they should be taking it out of the city as we speak."

"And Stacy?" I asked.

"She's with her father, we finally got him to take this seriously and call in all units to help. She wanted to come with," Jessica sighed as she holstered her gun, "Gods that girl is stubborn."

I chuckled, "yeah, I guess so," I looked over and noticed the kid that helped save my life look at me in awe. I smiled, already used to the look, "hey there little dude. Thanks for the save! I got to say, I didn't think I have ever seen someone knock a six foot tall giant Lizard with a fire extinguisher!"

The kid blinked, "y-you're welcome Spider-man," he gulped, "oh my God, Spider-man just thanked me!"

I laughed while Jessica smirked, "yeah I did. You did save my life after all. God, you must be the bravest kid I've ever met. What's your name?"

The kid blinked, "M-Miles, Miles Morales."

And I felt shock. Jessica looked at me, I guess she smelt my shock, she turned to Miles with a froan, quickly I pushed away my surprise, I can deal with the ramifications of this later.

"Alright then...Miles huh," I smiled as I approached him, "why didn't you run kid? I told you run, it was dangerous."

"I-It looked like you were in danger," he said before immediately following that up, "I couldn't just do nothing!"

I chuckled, "you could have run?"

"I-I didn't want to see you get hurt…."

I smiled, I placed a hand on Miles' shoulder, immediately shocking the kid still, "listen kid...what you did was incredible brave. And oh so stupid," Miles gulped, I smelt fear in him, "I appreciate what you did, but next time think. Always think. I may have powers, but it's mind that will always be my greatest weapon, you hear me?"

"So...you're not mad I helped?"

I shook my head, "no, why would I? You saved my life, I would have prefered if you thought a little ahead though...listen kid, you have a brave heart, and the will to act. But you also have a responsibility to yourself, and to your family, to stay alive."

Miles nodded, "yes sir. Think before I leap."

"Exactly," I nodded, "now, I want you to leave this place okay, and make sure you tell everybody to stay out for now. Think you can do that."

Miles nodded eagerly, "yes sir, I can!"

"Good, now then," I took out my phone, "you want a selfie?" I swear I have never seen a kid change from serious to excited so quickly.

Jessica did her best to stifle her laughter as Miles and I did various poses for the picture. In the end we settled on one where he and I stood hand over shoulder, hugging like old friends. Miles we grinning so proudly he looked like he was going to break a cheekbone.

I posted the image online almost immediately: _**Just met an amazing kid, NewsFlash: He saved my life! #NYC #OnlyNYC**_

After I posted the pic I sent him on his way, making sure he got out safe. When he left I turned to Jessica who looked at me with a raised eyebrow, obviously waiting for an explanation.

I shrugged, "he's got potential. He's far braver than I ever was at his age."

"You recognized him?" Jessica asked.

I nodded, "yeah...it's complicated."

"Right..." she sighed, realising that i obviously wasn't going to explain further.

Just then Johnny came flying down, "can't find the green asshole anywhere."

"It's fine," I waved him off, "for now we need to focus on finding the bio agent he stole, that's the objective. Sexy, the video, came you show it to me?"

" _Sorry Spider but the drone video has been sent into your cloud storage and has been put under lock, as per design._ "

"Why would you do something like that?" Jessica asked.

I sighed, "it's a feature I built so that if the drone I sent out ever got captured or compromised they wouldn't be able to erase the footage from the device. We need to go to my lab."

"I don't think I can carry both of you," Johnny argued.

"Just her," I pointed at Jessica, "I can swing my way over."

Johnny smiled, "oh, that I can do," he landed before Jessica and grinned, "so, what's your name pretty lady?"

Jessica raised an eyebrow and looked unimpressed, "agent."

"Agent…?"

"Agent none of your business," she snorted before walking past Johnny and walking up to me, "turn around."

I blinked but did as she said. Immediately she jumped on my back. Her legs locked around my hips and her arms around my neck. I reached back and grabbed her to hold her steady, "hey! Watch it!"

"Oh stop pretending I'm that heavy," she snorted, "now let's go, time's a wastin."

Johnny growled, "why is it always him?!"

I sighed as I jumped onto the trees and leaped over, reaching the edge of the park and leapt into the air. I shot a webline and swung into the city, Johnny flying above me and from what I could make out, grumbling.

"He's really jealous," Jessica whispered into my ear as she pressed up against my back, her leg tightening around my hips, "you can tell can't you?"

I nodded, "yeah, but it will pass. He's actually in love."

"Hm, I could tell," Jessica mumbled as we made out way to the Baxter building.

I swung over and landed on the veranda, Jessica finally getting off my back, though if I was being honest, I kind off miss the feeling of her amazing breasts on my back.

We quickly walked in, just as Sue came rushing out the lab, holding in her hand a test tube filled with some mysterious blue liquid.

"I got it," she held it up, "it took some time but-OH MY GOD! PETER!" she screamed when she saw my blood stained uniform.

"I'm fine Sue," I touched the now fully healed surface, "see? No scars."

She looked scared, "i-if you're sure."

I turned to the formula in her hands, "will it reverse the Lizard formula?"

Sue nodded, "yes, it should be able to do so. In theory at least, I don't exactly have a way to prove it and..." she looked over my shoulder at Jessica, "ah, sorry, but who are you?"

Jessica looked surprised, "I...I'm agent Drew, I'm Spider-man's liaison for this investigation."

Sue narrowed her eyes, "is that so...oh...oh," Sue's eyes widened, "subject-D?!"

Drew nodded, "exactly."

"Wait, didn't you help us break into that HYDRA base?" Johnny asked in realisation.

Jessica nodded, "yes, that's right."

"So cool," Johnny blinked, "huh, you look a lot different from before."

"Eyes above the neckline Johnny," I warned before turning to Sue and the cure, "alright, good job Sue, this should be enough for us to reverse whatever the Lizard's planning. Right now we need to find the damn machine though."

"Okay, but why are you here?" Sue asked.

"I used a drone to track him," I explained as we all made our way to my lab, "I'm hoping it got something useful before it broke down."

I immediately went into my terminal and began typing away. I pulled up the video file and we all watched as the Lizard entered the zoo with the machine. It entered through the kid's petting zoo, and when ti came out the other end, the machine was gone.

"I think it stashed the machine in the petting zoo," I grumbled.

"What are the chances of it still being there?" Jessica asked.

"Next to zero," I sighed as I sat down on my chair and opened my mask, setting it aside and leaning my head back, "it's smart...and vicious. Damn thing's more trouble than it's worth."

"Spider! Your helmet!" Sue cried out as she immediately made my head invisible, eyeing Jessica who just smirked playfully.

"It's okay Doctor Storm, I know he's Peter Parker," the agent chuckled.

Johnny blinked, "how?"

Jessica shrugged, "we're close," she then sat down on my chair's armrest and smiled down at me, "really close." Oh I so wanted to grab her ass and shove her onto my lap instead. But something told me that wouldn't be appreciated right now.

"Wait...what?!" Johnny cried out in horror, looking at me with wide eyes, "don't you like blondes?!"

"Who said that? I mean, I do like blondes, but I also like all kinds of women" I gulped, obviously trying to distract him. Jessica giggled besides me, not helping women!

"And besides, what she means is we have similar powers. Almost identical," there, that should be enough to deflect attention!

Johnny blinked, "so...she's a Spider too?"

Jessica nodded, "yes, I am."

"Woah," Johnny blinked, obviously surprised, "I didn't realise there was someone else with Peter's powers," he blinked, "trust me, I was thinking a lot worse,"

"We can guess," Jessica rolled her eyes as Johnny laughed, obviously he believed me easily enough. But the looks Susan was giving Jessica didn't really seem...trusting. She glared, but the sex goddess sitting on my arm rest just ignored it, though I'm sure she picked up on the pheromones as well.

"So what now?" Johnny asked.

Jessica sighed, rubbing her temple, "we don't' know it's plans...we don't' know where it's going or what it's trying to accomplish...this is exactly why I hate it when we fight semi sentient villains!"

Johnny snorted, "I know what you mean. Sandman was such a pain."

"And don't forget about the Chitauri," I sighed, "though at least they had some sort of mission...this thing...it just...it just doesn't make any sense."

Just then Jessica's phone began to ring. She picked it up and immediately her eyes winded. She turned to me, "that was Homeland, the Lizard just attacked Oscorp, he stole the tech they were guarding."

I crushed, "this day just gets worse and worse." I was wrong, it wasn't just clever, it was devious. This was like playing a chess match with a screen drawn over the opponent's side, you won't' know what's going to happen until it already did.

I know now I can't just treat this thing as a dumb creature I thought it was going to be...no, it was clever, it had a plan, it had a reason. The Lizard...it wasn't just a by product of an experiment, it was a threat to this very city.

* * *

 **I am aware the story might be going a little slow around this point, after all I have been covering this Lizard thing for a few chapters, but that's because...well, I'm planning something big. Like game changing, and since I'm not fucking Marvel comics I don't have to fucking retcon it because of a change in managers or something.**

 **So yes, the slow pacing will pick up around chapter 54 and 55, trust me on this, I swear.**

Ant-man and the Wasp **: I am so excited for this movie, especially because it's rumored that the name for Avengers 4 will be revealed at the end credits. Sadly however I won't have time to do put up more than 2 chapters like schedule, I know I usually made an update of 4 chapters or more but I can't promise anything this time around because...well...I'm busy. Simple as that.**

Spider-Gwen or Miles? **: Which Spider should I bring in next? Keep in mind I can only do one, doing two just seems like overkill since it'll take a few chapters before I tackle that story line. I put up a poll on my profile, check it out.**


	53. Legend of the Lizard

"Anything?" I asked Jessica while pouring over traffic data Sexy got from google's servers. I looked at dense pockets of people on the city, trying to figure out where the Lizard would hit.

"No, nothing. They haven't even seem the Lizard," Jessica hissed as she put her phone away, "useless fucks."

"I think we need to focus more what his plan is rather than trying to locate him," Sue suggested, "since we're obviously failing at finding him," she ended, sending a glare at Jessica, which the woman ignored with a roll of her eyes.

"Well the problem with that is we don't know anything about this creature," I shrugged, "it's like trying to figure out why assholes love to be seen eating apples, I'm guessing it's for dramatic effect."

"And what's more it's not like we know who it really is," Johnny shrugged, "like, at all. It just kind of showed up didn't it?"

Sue nodded, "yes, it did."

"Actually...not quite," I cut in.

"What do you mean Peter?" Jessica asked, obviously curious.

"The Lizard is Doctor Curt Connors, the man experimented on himself, converting himself into that...thing," I shivered, damn, I'm going to have haunting dreams about my trip in the sewers for a long time.

"Conners is the Lizard?" Jessica blinked.

"Why? Did you guys not know?" I asked, genuinely surprised.

"No!" they all yelled back, harshly.

I flinched, "sorry...anyway, yeah, Conners is the Lizard."

"Hm...but that doesn't help to tell us what his motivations are," Jessica hissed.

"Yeah...but we do know someone who does..." I hummed.

Jessica blinked, "you can't be serious," I shrugged, the woman sighed, "fine. But I suggest you change out of costume, I'm guessing she will be a lot more willing to talk to you as Peter Parker than Spider-man."

I shrugged, "it's cool...so, you going to call her or should I?" Jessica sighed as she took out her phone.

 **Half an hour later:**

"This is so amazing!" Gwen cried out as she looked starry eyed around the loft.

I did my best to stifle a chuckle as I and the others stood back. I was now dressed in my civilian uniform, my ruined costume stashed away in a hidden compartment in my lab.

"This is like a dream come true all at once!" Gwen cried out as she kept looking around in wonder, "I always wanted to work here! Oh my God, oh my God!"

Sue smiled good naturedly as she walked Gwen in, "well if you want, you could. From what Peter tells me you already graduated college and are pretty smart. If you're searching for a job, I wouldn't say no to an application."

Gwen's eyes widened, "oh my God...you're serious?!"

Sue nodded, "yes. I'm always on the lookout for new talent. But since out labs have a reputation of being...well, blown up, we haven't really had many people come over. So, if you want, you can apply."

"Yes!" Gwen cried out immediately before blinking, "wait, no."

Johnny raised an eyebrow, "what?"

"I mean I...I can't," Gwen gulped, "doctor C, I still work for him. I know he's missing and all but...I mean, I can't really quiet on him."

"That won't be a problem," Jessica snorted, "I doubt you'll be employed still after Conner's ends up in prison."

"What?! Why?!" Gwen asked hysterically.

"Because he turned himself into a giant Lizard and is currently trying to poison the city with a mutagen bomb?" Johnny replied sarcastically.

"What?!" Gwen looked pale, her hands shivered, I smelt fear and dread seep out, she was frightened.

"Gwen," I called out, her eyes meeting mine, "it's true...I suspected it to be the case when we first went there...look...forget who you think Conner's was, right now, he's a monster. And we need to stop him before he does something...drastic."

Gwen looked at us, all of us, before turning around and running away. I sighed, Jessica rolled her eyes while Sue looked sad. Johnny however...well.

"What's her deal?" the flame man asked.

Smack!

"Owe!" he jumped into the air as Jessica's bioshock stung his back side numb.

"God you are dense," Sue sighed.

"You should talk to her," Jessica said turning to me.

I blinked, "why me?"

The girl gave me a knowing smirk, "you two have a bond..."

I sighed and followed after Gwen, but not before noticing Sue send me and Jesica a very narrowed look. Honestly, women are so weird.

I walked over, Gwen had rushed over to the corridor and dropped down next to the elevator, curled up in one corner, her legs pulled up to her chin. I heard her sniffles, she was crying. I knew we didn't have time for this, I knew there was a bomb out there threatening us all but...I ignored all that and sat down next to her, silent, waiting for her to talk.

Finally, after a minute, she spoke, her voice cracking occasionally from the grief, "I-I...I owe him everything."

"Why is that?"

"He was the only one who believes in me," she freely admitted. "My dad...he doesn't understand what it means to be me...to know everything, to be smart. He's not dumb but...he's not a genius like me. He didn't understand how it felt to move ahead in classes, to graduate at 13 from highschool, to have no one...no one to call a friend."

"But Conners did..."

Gwen nodded, "I didn't have friends...or anyone who could stand the fact that a 16 year old could be smarter than them. But he didn't care, he understood I needed guidance, he knew I had talent and he...he helped me get a job, to work on things I loved, he gave me a chance to prove myself..."

I sighed as I leaned back, resting my head on the wall as I looked straight ahead. We were silent for the longest time, Gwen's tears slowly halting.

"He doesn't sound like a bad man," I finally said, "in fact...he sounds like a decent man."

Gwen nodded, "he is."

"Then he can't be the one who killed officer Kimber," Gwen looked surprised. Was it because I remembered the officer's name? Or the statement?

I turned to her, "I don't think Conner's killed the man...I think the Lizard did. Whatever he became, it isn't the man who you looked up to. As such...you have a responsibility to him. He's trapped inside that thing he became...help us stop him before he does something that we can't change. Gwen...he's your responsibility, help us stop him, to bring back the man you know."

Gwen looked at me with searching eyes, for a moment I feared she would just walk away her emotions still a storm. And then there was a calmness that washed over her, her emotions became stable, confident, iron.

And then, maple syrup as suddenly she grabbed my head with one hand and kissed me on the lips for a second time.

I was surprised, the change was so sudden. But the passion was still there and going strong, like a river, she pushed me onto the floor on got on top of me.

Finally she broke the kiss and looked down at me, her hands on my shirt's collar as she looked down at me, "ah...that was...was that bad?"

"Oh God no," I shook my head furiously, "that was great."

"Really?" her smile was almost infectious.

"Oh yes."

"I thought it was too sudden,"

"Well a little, but the follow up made up for ti."

"Good," Gwen smiled causing my heart to beat faster, she was so adorable. She cleared her throat, "so ah...are you and the bodyguard lady a thing or..."

I raised an eyebrow, "you kissed someone you thought might have a girlfriend?"

"Hey! You kissed me just yesterday!"

"Now that's just being picky-"

"-Are you two done?" Jessica's voice cut in, we both looked up and saw the woman standing over us, leaning on the wall with a sly smile on her face.

"Ah..." Gwen blushed, "I-I...this is..."

"Get up," Jessica's face was cold, but I could smell her amusement just below, "we have a giant Lizard to find."

Gwen was quite as she nodded and did just that. We followed Jessica as she lead us into my lab where the Storm siblings stood waiting for us.

"You feeling better?" Sue asked Gwen, concern in her tone.

Gwen nodded, "yes, thank you."

"That's not all she's feeling," Jessica huffed in a teasing tone, turning Gwen red and making me chuckle.

"Alright then," I cleared my throat, "Sexy, pull up all footage we have of the Lizard and a map of all the locations we can confirm he's been too."

Immediately several holograms popped up. Three screens showing video while a giant map of NY showed in the center with red dots signifying where we saw the Lizard and what he did.

Gwen approached the hologram, though she was clearly impressed by all this, she pushed it aside and tried to look at it objectively, squinting her eyes at the map, "so...what do you need me to do?"

"What does Conner hate?" Jessica asked, "we need a profile, a look into his habits, his...everything. If he was to send a message, what would that be?"

Gwen humned, "well...I guess, it would be Oscorp," she tapped the tower that was both a target and a point of interest.

"Why is that?" I asked.

"Well, Doctor C always went on about how Norman Osborn's thesis on muscular replication technology was stolen from Conner's own research. He claimed when Norman Osborn worked for him, he outright stole the research and claimed it as his own."

"Why didn't he ever try to sue?" Sue asked, obviously disgruntled with the news of someone's research stole so easily like it was.

Gwen shrugged, "he said he didn't have proof. And any proof he did have Norman buried with his swarm of high paid lawyers. If Connors wanted to do anything...he would do it here. Just for revenge."

I hummed, "sounds karmic...his greatest triumph on the building of the man who destroyed him...which means..."

"He's still inside Oscorp," Jessica caught on, grabbing her phone and walking out, "it's Agent Drew, get all units to Oscorp, we believe the Lizard is located there..."

I turned to Gwen, "thank you, I promise she'll try and get people to be more lenient with him."

Gwen nodded slowly, "right...so, what do I do now?"

"It's best if you go home now," I motioned to Jessica talking frantically into her phone, "SHIELD has this, and if not I'm sure Johnny and Spider-man will be able to deal with this."

Gwen blinked, "wait...that's it? That's all you need from me?"

I nodded, "yes, and right now, it's best if we let the heroes take care of things," I motioned to Johnny and Sue, "do you need a ride?"

"No...I got one," Gwen replied slowly.

"I'll see her out," Sue offered quickly, guiding the girl out of the lab, turning back around and sending me a distinct node.

I nodded back and the moment she was out of the door I turned to the moniter, "Sexy, the suit, is it ready?"

" _Unfortunately no,_ " Sexy displayed a holographic image of a half made suit, barely even finished properly, " _it is only 27% completed, it will take a few more weeks for it to be full formed._ "

"Woah, what's that?" Jessica asked as she came back, shutting her phone and putting it away.

I sighed, "a new suit. It'll be the most advanced one yet but...it's taking too long."

"Do you have a spare or something?" Johnny asked.

I sighed, "that was my spare. It takes a lot of time to build my suits Johnny, I don't have a production line or Tony's level of free time. I spent most of my time focusing on the new suit...well...I guess I do have one more option."

"What's that?" Jessica asked, now also curious.

I walked over to my customized unstable molecule fabric maker, the machine had been placed into hibernation since I wasn't currently working on the suit. I started it up and walked over to the display panel to its side.

"What's this for?" Jessica asked.

"It's machine that makes clothes," I replied as I began to type in specifications for the new suit.

"You have a literally clothes making machine?" Jessica blinked, "cool. What can it build?"

"This," I pressed a button and the machine began to whirl. We stepped back as slowly the top of the machine opened up revealing a compartment inside which was a plain white bodysuit with dark grey circuits lining the sides and a single circular pad on the side with a USB port attached to it.

I picked it up and looked it over, the design was perfect, exactly how I made it. I felt the residual electric current go down my hands, the suit was perfect.

"What is that?" Johnny asked.

"It's the project I was working on," I replied as I walked over to my table and took out a USB cable and connected the suit to my computer resting it on the table.

"So what is it?" Jessica asked with a raised eyebrow.

"It's a sort of all purpose suit," I responded as I turned to my computer and began programing it's apticulars, "it's made out of unstable molecules of my own design and a nano robotic weave structure that I got from a research group in Kyoto."

"And that means what exactly?" Jessica raised an eyebrow.

"That means I can do this," I typed into the keyboard as a 3D picture of a red and black version of the classic Spider-man suit came up. The image was then sent into the suit, it shimmered as suddenly the entire suit changed, transforming into the image they just saw on screen.

"Holy shit!" Johnny cried out.

"How the hell-Peter, this is amazing!" Jessica said excitedly.

"Thanks," I unplugged the suit as I picked it up, "it's unbreakable, untearable and unburnable. Johnny, give it a spin," I handed the suit to him.

The blonde looks unsure but shrugged and continued, lighting his hand on fire, and along with that, attempted to light the suit on fire as well. Only to find the task literally impossible.

"How?" Johnny asked.

I smiled as I took the suit back, "it's a unique trait of the suit. I can design it to be unchangeable, or, transform into any design uploaded into it's system."

"How many designs can it store?" Jessica asked.

"As of right now? Five," I shrugged, "but I'm working on improving the memory and all that."

"Is it bullet proof?"

"Yes," I nodded, "I had the unstable molecule take on the form of the same polymer blend the SHIELD tactical suit, but I made it much thinner," I handed the suit over to her to annalyse.

Jessica groaned as she felt it, "it's thin...almost like spandex."

I shirved, "yeah….I know..." Johnny and Jessica looked at me with a raised eyebrow, I sighed, "the design is last minute okay! Shesh! Give me a break!"

They snorted, Jessica threw the suit back to me, "alright then, suit up. The moment you're ready we'll head off to Oscorp."

They left the room, I locked the door behind them. I sighed as I placed the suit on the table and took out my helmet and my web shooters, the only things from my last suit that still worked.

I would have to be careful, this suit didn't have repulsors or a unibeam, it would just be really, really strong spandex and webs. Just like the real Spider-man. I would need to be careful with how I fight and the Lizard...he's proven to be one hell of a challenge.

I was just about to strip when I heard the door open and saw Jessica walk back in, a smile on her face as she did.

"What's wrong?" I asked, "did you forget something?"

"Yes, I did," she whispered as she walked over to me, the moment I saw the seductive sway on those hips I knew what she wanted.

"Jessica, we don't have the time," I groaned out, trying my best to resist.

Jessica walked forward, she slowly pulled down her suit zipper, revealing her supple breasts that still had several red love bite marks from just this morning, "I have been trying my best to resist all day Peter, you owe me."

I gulped as she slowly pushed me up against the wall, her hands placed between my head as she corned me, "especially after that little hussy kissed you. Are you trying to make me jealous?"

"I didn't realise we were exclusive," I slowly wrapped my hands around her ass, cupping it in my hands and pulling her closer, "because if I recall, you said just this morning you would be happy to hold them down while I fucked them senseless."

"Yeah, I guess I did, but you should also not forget about little old me, okay?" she begged as she pulled her uniform down with a seductive smirk that was so familiar now I knew it meant that I was going to be busy for some time.

I run my fingers down her body as I immediately cupped her familiar mond, dampness met my touch and in seconds I had my digits inside of her, causeing the sexy goddess before me to moan as she approached a quick climax.

"You're getting better at that," she said as I leaned down and bite into her neck, sucking on her soft skin. She quickly acted, removing my shirt, almost ripping it off. She then reached for my pants but stopped and gasped, I flicked her clint, causeing her to lose balance and lean on me for support.

"Someone's eager" I whispered as I pulled my soaked fingers out of her. I smiled as I licked them clean, I suspect Jessica was right, our powers did demand us to be a perfect mate to each other.

I reached around and unhooked her bra throwing the offending piece of cloth away. I then unwrapped her body from the skin tight suit and turned us both around, placing her back flat against the wall.

"Peter," she moaned softly as I removed her underwear and threw them aside, her cunt leaking all over my floor, "shut up and fuck me."

"Yes," I moaned as I slowly opened my pants and dropped them down to my knees and grabbed her legs in my hands, lifting her wholey into the air.

I slowly lowered her onto my cock, feeling her familiar hot core stretch to fit me in. She immediately wrapped her legs around me, her finger digging into my back as I moved, fucking her for all she was worth.

And then the door opened, "Peter, I sent Gwen off, what do-WHAT THE SHIT?!" Sue cried out as she stopped dead in her tract spotting me and Jessica, humping each other silly.

"Get out!" Jessica and I cried out, the woman however didn't move, staring right at us, her eyes glued to my hips as it continued to push into Jessica, refusing to even stop.

One would feel embarrassed by getting caught, but for some reason, Jessica's cunt just felt tighter. And I would be lying if I said I didn't find a perverse enjoyment in it as well. Sue moved back slowly, her eyes still stuck on us, and for a moment I smelt both lust and regret coming from the woman.

"S-stop-it, get out!" Jessica cried out as suddenly her legs started to spasm, unlocking as her cunt tightened around. The woman threw her head back and grinned, climaxing before leaning forward and resting her head on my shoulder.

She was panting, I felt my slowly release into her as well, the sigh of her reaction alone was enough to send me over the edge. I grunted as I bite into Jessica's neck, the woman smiling as she wrapped her legs around my tighter.

I turned around, Sue's eyes were latched onto Jessica and I, and more importantly, it was locked onto Jessica's smile that was both smug and satisfied.

I felt my cum seep into Jessica, any idea of a pregnancy flew in and out, if anything did happen, I guess we would have to deal with it. But as the liquid entered the woman's body, I felt a bit of it seep down and dripped out.

Sue's eyes flew down immediately, her pupils increasing in size as they did. Her mouth was agape, "shit."

"Did you like that?" Jessica asked, panting all the while. Her question seemed to break Sue out of her stupor, making the woman look up at us, first to Jessica, then to me.

"If you want, next time you can join us," Jessica said with a deep sigh as she rubbed her cheek against mine, "he is difficult to satisfy...I could use a hand."

That was enough to make Sue blush and turn and run out the door, her body turning invisible as she did.

I looked down at her, "did you have to do that?"

"Yes," Jessica kissed me, her tongue fighting mine for dominance before slowly being overpowered and put down as it always was. She pulled back and smiled, "now, get ready, we have a monster to fight."

The woman put on her uniform and in a span of a few seconds she was back to a professional demeanor. She walked out and I quickly put on my hastily put together suit, praying this would be enough.

I walked out and found Johnny on the couch look at a SA, skimming through a report of sort. "So?" I asked, walking out to let him see the new suit, "how do I look?"

The Human Torch looked at me and raised an eyebrow, "who cares how you look. Does it work?"

I sighed, "yeah, it works," I looked at my HUD screen, it had the suit's internal system and my gauntlets displayed on it, as they were the only systems that were still attached to my suit.

"Right then, shall we leave?" Johnny asked.

"Ah...wait, where's your sister?" I asked, pushing away the embarrassing feelings I got from remembering what just happened a few moment ago. At the time I didn't realise the implications of what happened, I had given into my lust fully and wholly...guess that's what happened when I hanged around with a woman that turned me into a sex freak.

"She's in her lab I think," Johnny shrugged, "I heard her slamn her door shut and the scary agent lady going in after her. Did something happen?"

I gulped, "I-I'll go find out," I walked away, leaving Johnny to his work, which I'm guessing from the pictures and big catchy titles featuring 'The Human Torch' were blog posts that spoke about him as a Superhero.

I walked to Sue's lab and was about to enter when I stopped, the muffled voices coming from inside were loud. They were talking...about me? I enhance my hearing and listened.

"...how old are you?!" Sue cried out, "twenty two?! Twenty five?!"

"I'm actually over fifty years old," Jessica's voice replied calmly.

"What?!"

"I was frozen in ice, I don't match with how I look. So if I'm going after someone my age, I'll be stuck with an old geezer."

"Fine! Then forget about what I said about dating people your own age! Peter's a minor! A kid! You're committing a crime!"

"Like I give a damn," Jessica snorted.

"What?!"

"I said I don't' care. I spent a lifetime hidden away and scared because of my powers….because of what I can do. Now, I finally found a guy who shares that burden, no way in hell I'm going to give him up just because he's too young. So what if he's a little younger than me, I want him, I'm taking him."

"B-but you'll be arrested!"

"Yeah...probably. But only if you tell...are you?"

"W-what?"

"Are you going to tell on us? Are you going to tell everyone you watched him fuck me? Are you going to tell them you were excited at the sight and then sad because it wasn't you?"

"I-I-"

"-You don't have to lie," Jessica called back, "I honestly don't mind. Like I told you before, I don't mind sharing him. Especially with someone who loves him." I felt my ears burn at the proclamation.

"I don't love him!"

"Yes you do," I heard Jessica snorted, "Peter can't smell it, his powers aren't as refined as mine. He can smell lust, but he can't tell the difference, he thinks it's always lust. I can, you want to fuck him, yes, that's true, but you also want to love him...isn't that right?"

Silence reigned for a long, long time. Sue finally did speak, "no...I don't."

And i didn't have to be in the room to smell the sadness and regret that came out of Sue, it was literally all around me. It was a lie, and a bad one.

"Whatever you say," Jessica opened the door and turned to me, nodding, "ready?"

I nodded back, "r-ready."

"Then let's go," she replied as she walked away. I turned and saw Sue inside the room, looking horrified. I wanted to tell her something but reframed, obviously this wasn't the time for this conversation.

I walked back to the lounge, Johnny and Jessica were ready. "Alright," I tightened my gauntlets, "let's stop this mad man."

"Wait," we turned around and saw Sue walked up to us.

"Hey sis, what's up?" Johnny asked.

"I'm coming with you," she took off her lab coat and revealed her uniform underneath.

"Are you sure? You usually aren't up for these sort of things," Johnny asked.

Sue nodded, "I'm sure, let's go," she looked at me, immediately blushed and looked away, walking up to Johnny who carried her in his arms.

Jessica meanwhile got on my back as we walked to the veranda and I jumped out, swinging away as Johnny flew ahead of us with his sister in his arms.

We arrived at Oscorp in a few minutes later, the building was already being evacuated, I saw people rushing out of the front doors, men and women in suits guiding them out. Obviously Homeland security took this situation very seriously.

I turned to Jessica who nodded, "it's secure. The building should be empty, meaning the only person left inside is the Lizard."

"Alright then, Sexy, can you scan the building's video feed?" I asked as I walked up to a data port on a dish tower located on the roof and inserted a cable from my helmet into it.

" _Accessing…, no sorry, Oscorp's security is far too advanced, unless you give me a direct line into their servers I can't do anything significant,_ " the AI replied in a dejected tone.

"It's fine, we'll just have to search the building," I motioned to the others, "Johnny, can you search the window and fly around? If you see-"

"-got it!" he took off in a hurry, flying into the air and down, spinning around the building and scanning the windows.

"Jessica, Sue, we'll split up, if anything happens and you find him, contact the rest of us immediately," I told the women who nodded and with another word they walked into the building through the roof access door.

I turned to the roof's edge and took off, running and leaping off the side of the building and shooting out a web line to catch the edge and swing around. I landed on the side of a window and stood up, walking adjacent to the building, searching the floors quickly for any outward sign of the Lizard.

It took us ten minutes before we got anything. "I found him!" came Johnny's frantic cry, "he's on the thirty first floor! I lost him already, but I'm sure he's not going anywhere else!"

"I'm on my way," Jessica replied.

"So am I," Sue cut in, louder and with more force.

"Sexy, what is on that floor?" I asked my AI.

" _Nothing of importance. It contains the accounts department as well as maintenance._ "

"What sort of maintenance?" I asked curiously.

" _Ventilation._ "

Suddenly, everything clicked. The mutagen was airborne, he would release it in the ventilation room and it would go pour of the tower and into the city. For anyone else, it would like the tower caused the accident, doctor C would have his wish and Osborn would once more be humiliated.

"Guys, I know what he's planning," I activated my compns as I turned around and ran to the roof once more, "he's going to release the toxin in the ventilation room."

"That makes no sense!" Jessica hissed, "why would he steal the dispersion unit if he's going to rely on the building's ventilation system?"

"Because he's going to super charge it," Johnny cut in, "the machine will produce butt loads of the gas, but if he released it on the roof it would just disperse outwardly and not affect anyone, assuming the mutage is lighter than air."

"It is," Sue replied.

"Then….then he would need to combine the mutage with toxins, such as the back draft from the ventilation shaft! That's why he's going to try and use it the tower's ventilation!"

I growled, "I fucking hate this thing! Fuck! Fine, you guys focus on stopping the Lizard, I'll block all the ventilation points with my webs! Sexy-"

" _One step ahead of you boss,_ " immediately a map of the building and all the active ventilation units was displayed before me. Unlike what most people believed ventilation didn't just take up on the top, there were also several shafts along the side of the building, and for Oscorp especially, since it had multiple towers attached to it, there were several openings.

In this case, ten in total.

I adjusted my web settings to consett thick and swung over to the nearest vent. I reached the vent, the loud roar of its engine was clear to me even on top of the windy skyscraper.

I grabbed the vern's cover and ripped it open. I looked down, there was a fan inside. I took out a web grenade and throw it in.

PFT!

The grenade exploded on impact and caused the entire fan system to shut down. I then threw down several concert hard webbing onto the vent shaft, covering it fully, it was effectively airtight. I placed the vent back in place and then took off.

I moved quickly, three vents, five vents, seven vents, all in quick successions. The moment I closed off the ninth vent I heard a scream on the open comms system.

"ARGH!"

My eyes widened, "Sue!"

"Peter! She's about to fall out a window!" Jessica cried out.

I ran away from the sealed off vent, "where's Johnny?!"

"He's holding the Lizard back, hurry!" she yelled.

Sexy displayed Sue's location, I swung over, she was facing the North side, I was in the South. I swung over and immediately spotted the short haired blonde woman in blue falling with increasing velocity.

My eyes widened, "no! Sue!" I let go of the web and folded my arms together, shooting down like a rocket. Imagines of another blonde fall off a bridge came to mind, the idea of Sue Storm taking Gwen Stacy's place terrified me.

'No,' I told myself, 'I won't ever let that happen!' I shot out both hands and focused, shooting out two glowing red and gold whips of Vastha that soared out faster than my webs ever could.

They were almost sentient in the way they grabbed onto Sue's sternum, I suppose in a way they were. I pulled her and the woman came flying into my open arms.

"Got you!" I cried out as I had an arm wrapped around her waist and shot a web line out with my other.

The line latched onto the building and it was quickly strung tightly as we came swinging into the skyscraper window. I protected Sue as we hit the window, lucky she was safe, her arms wrapped around my neck protectively.

I sighed, my heart slowing down as I looked down and I saw the woman look down in fear, those blue eyes then turned to me, a look of absolute awe on her face.

"Are you okay?" I asked as I planted my feet on the windows and let go of the webline that saved our lives.

"I-I...are you?" her tone begging, almost hurt.

I chuckled, "I'll be better," I rotate my free hand, "I think I snapped something, that much force and weight in one arm was...well, let's just say it's a good thing I have super strength and can heal, or else I would be the amazing one armed Spider instead."

I chuckled, trying to defuse the tension, but She didn't look like she was up for it.

"You idiot!" she cried out, "you didn't have to do that! What if you got hurt?!"

I blink, "I can heal...you do know that right?"

"You could heal?! Really?! I didn't know that! Can you heal if you were crushed into a paste?!"

I growled, "hey! I just saved your life! I would appreciate it if you didn't yell at me!"

"Yeah well fuck you!" Sue cried out, her eyes now filled with tears, "I didn't ask you to save me!"

"Well you didn't have too!" I growled back, she was quite, crying as she did. I sighed, rolling my eyes, "for God's sake...Sue, why are you acting like this?"

She looked at me, she reached up and tapped the side of my helmet, unlocking it and removing it from my head. The cold breeze of the night hit me hard and then suddenly Sue's lips sent a warmth through my whole body.

It was so suddenly I didn't realise she had even done it. And then it was over. She moved back from the kiss, looking at me with those perfect eyes now filled with a strained focus.

"I….I don't know why I did that," she whispered.

I blinked, "I...did you like it?"

She nodded, "yes….please, let's not talk about this. We need to stop the Lizard...please, just get us up there."

I nodded slowly, she placed the helmet back on me and I swung us back up to the window out of which she flew out off. All the while wondering just what has happened to my life.

I loved Felicia, if truth be told, I still do. That woman...she was my love. She left me and one day I would get her back. But then Jean came...and I honestly don't know what to think about the woman.

Then came Jessica, and while the sex was fun, before fun even, I again didn't know what to think off her. And now Sue? Damn, if I didn't know any better I would say I'm starting to get a harem...shit, I have a harem don't I?

I pushed my thought of love aside, obviously the Lizard took priority over them all. I reached the floor She flew out of, the broken window kind of gave it away.

We landed on the office room and Sue got off my back. We both charged through the man size hole in the wall before us and followed the sound of cries and bullets. We ran into the maintenance room and found the Lizard inside with his machine and surrounded Jessica and Johnny. The former was shooting him with blast s of green energy while the latter sent fireballs to blast him into a corner.

"We almost got him!" Jessica cried out, "keep going!"

"SCREECH!" the Lizard jumped, swerved and doged several energy blast and headed for an open vent, just as Sue summoned an invisible barrier to block the monster's path, causing him to slide headfirst into an invisible barrier.

"Sis!" Johnny cried out happily, he was distracted, and in his distraction he didn't see the Lizard jumping up to collide into his burning form. "Off!" Johnny cried out in pain.

"No! Johnny!" Sue held out her hands and formed a bubble to grab her brother.

"SCREE!" the Lizard cried out as it was on fire now. It began to claw at it's scales scrapping them away to stop the fire.

"Get back here!" Jessica took out her gun and fire off two rounds into its chest. The Lizard jumped and rushed to his machine, grabbing it and lifting it over it's head with a mighty roar.

"Fuck!" Jessica cried out as the Lizard threw its own machine at her.

Boom!

The Spider enhanced women jumped away in time, landing on the other side of the room, leaving the Lizard free to escape through the vents. But before he did I saw him reach into the machine and grab a veil of green serum and run away.

"Are you okay?" I asked Jessica.

"Fine," she grunted as she turned to Johnny, "you flame butt?"

Johnny grunted as he stood up, "yeah, I'm good. Thanks for the lift sis"

Sue nodded, "no problem."

"He got away with the serum," Jessica hissed, "did you seal off all the vents?"

"All except one," I replied, "which is probably where he's going to be."

"Then that's where we are going too," Jessica replied as we all moved, once more going through the broken window, moving up to the main roof where the last vent was located. Jessica was again on my back and Johnny carried Sue.

The moment we arrived the vent cracked open as it's ventilation fan was sent flying out through the air. The Lizard crawled out and the moment it did I sent a web grenade at it. The monster ducked, but I was never aiming for it.

Pft!

The grenade exploded inside the vent, sealing the monster's escape route. And judging by the Lizard was glaring at me, it knew exactly what I just did.

"Spider," it hissed.

"Oh, so you can talk," Johnny snorted, "what? Are we not good enough to talk about or something?"

The Lizard said nothing, growling at us as we slowly surrounded it. Jessica readied her gun in one hand and her bio electricity in the other, "you aren't going anywhere doctor Corners, please, come with us quietly."

The Lizard hissed, "Screen."

"I'm going to take that as a no," I grumbled, "Sue, contain him," I took out the blue antidote, "I'll change him back."

"Right!" Sue cried out as she created an invisible barrier around the Lizard. The monster immediately tried to escape by tackling into it. And though the dome did shake several times, and Sue looked like she was being pushed to her limits, the barrier held.

"Damn," I whispered, "you should totally work on your powers. They are so badass!"

Sue grunted, but said nothing. The Lizard looked at it, it's beady eyes filled with fear. It was trapped, we knew it, it knew it. It slowly turned down to the serum in its hands and smiled.

"Oh fuck," I gasped as it opened the tube and swallowed it whole, "no!"

The Lizard threw the test tube aside as it began to shiver and then spasm. It growled as it was crouched over and morphing, changing before our eyes.

"Guys! This doesn't look good!" Johnny cried out.

"GRA!" the Lizard there it's head up and yelled out, it's features morphing as it grew bigger and stronger. It's scales began to shimmer as they grew to look like tiny little blades. His nails grew three times longer and it's tail that was blown off grew back all at once.

" **GRAA!** " it cried out as it threw it's hand out as shards of sharp bone like protrusions came out of its elbows and knees. They even grew on shoulder and along his spine, all the way to his tail.

"Sis, what the hell is going on?!" Johnny cried out, "how is that thing changing?! Is it a freaking super saiyan?!"

"I don't know," was all she could say, nothing else could explain the confusion we all felt as we saw the Lizard growl and turn to us with fury in its eyes.

"GRA!" it threw it's fist forward and smashed into Sue's barrier. This time, it didn't last a second.

"ARGH!" Sue cried out, holding her head in pain as the barrier explodes upon impact, the Lizard was free.

"Sue!" I ran to her side as she held her head in pain, "are you alright?"

"Stop him!" Jessica fired off several rounds. Johnny matched her aim, but the Lizard's new form was faster, so much faster.

It went behind the vent and hide. The moment Johnny took off into the sky it grabbed the vent and pulled it out of the roof without any effort. It then threw it at Johnny, the teenage barely had enough time to dodge, though it still clipped his side, sending him spiraling down into the ground.

"Shit!" I ignored Johnny, Jessica was already tending to him. I turned and ran to the Lizard, it spotted me instantly. I growled and threw my hands out;

SKIT!

My stingers flashed brightly, "bring it!"

The monster roared, accepting the challenge. It came at me and swiped at my head, I ducked and skidded under its massive arms. I stopped on the other side and jumped over its body and landing uned a swing of it's fists.

"ARGH!" I plunged my fist into his gut, puncturing his side and spraying blood out of one corner. It grunted in pain as its own sharp scales had hurt me, bad. The Lizard looked down at me and growled, reaching down it grabbed my hand and pushed my whole body away.

I landed on my feet and watched as it's wounds healed up in seconds, it stood now whole once more, growling, snarling.

I felt my anger take hold, it was time to truly fight back. I charged him, he charged back. We were like animals, relying on pure instinct alone to try and kill each other. None of my carefully honed styles of martial arts mattered anymore, I didn't have the time nor the focus to apply them.

I hurt him, he hurt me. His claws stung my body like needles, his scales hurt my fists and arms when I punched him. My stingers cut into his body and made him bleed, my costume prevented any actual puncturing, my healing factor taking care of any bruising or battering.

I pounced on him as we caught each other in a hold as we rolled around on the roof, constantly trying to get the upper hand, until finally the Lizard's superior weight and size won out, managing to pin me to the ground.

I managed to pull my strength together and pushed my legs against his chest, shoving him away and back away from my person.

The Lizard flew threw the air and landed on his feet, growling as he turned back and saw the exit to the roof. I cursed, i forgot about that. He turned tail and ran, "no! Sue! Stop him!"

"Right!" the woman replied as she tried to form a barrier, but before the Lizard even broke through it, a glowing green orb of light came flying threw the air and hit him in the side.

BOOM!

"KREEE!" the Lizard cried out as he started to spasm out in pain.

"Am I late to the party?!" I looked up and saw Glider came flying down, a pair of giant gauntlets in his arms and a staff in hand.

I had to say that honestly, this might be the only time in my life I would ever be glad to see that wannabe.

"Right on time!" I cried out as I socked the Lizard across the jaw. Glider then came behind him, grabbed the staff on his back and swung hard, smashing the Lizard's jaw in.

The monster cried out, it tried to get away, but before I could do anything to stop it, Sue was on her feet, slamming an invisible wall in the Lizard's path, startling the creature.

We slowly surrounded him, it looked around frantically, looking for a way to escape, but we obviously weren't going to let him.

Harry sent another bomb that shocked people instead of exploding. The Lizard was then bathed with Johnny's flames and a giant invisible hammer crushed him to the ground. Jessica fired off several bullets from her gun, each charged with her own form of bioelectricity and I threw all my remaining web grenades at him, pinning him to the ground.

The Lizard cried out in pain, it couldn't move, it was constantly being bombarded. Even it's newly thickened skin and regenerative powers did nothing to ten seconds, it was all over. It collapsed to the ground, finally knocked out.

We all were panting, tiered. Glider chuckled, "that was easy," immediately we all turned to him and glared, "d-did I say something wrong?"

I grumbled as i sat down, "this...was a long, long week."

Jessica had SHIELD come on and take Conners away. We tried to administer the antidote to turn him back, but after the second dose...well, we weren't sure what we were dealing with anymore. He didn't change bak, not fully anyway.

SHIELD did promise to try and change him back though, and I think they could actually do it, hopefully. Johnny and Sue decided to go back to the Baxter building for a nice well earned rest while Jessica was forced to stay with her unit and fill in an incident report. While this did leave me alone, I didn't mind, I honestly had more than enough adventure to last a month.

I swung back home and snuck into my room. I peeled off the unstable molecule suit and threw it across the room. I sighed, the suit did well for a initial test run. However, it was honestly a little rough around the edges.

It had the potential to be so much more, yet I kept a very limited scope. Maybe I should get someone else to take a look at it to suggest some changes into it.

I sighed and collapsed on my bed, exhausted. I looked up at my ceiling and felt my eyes droop down, I was so...tired.

As I drifted off to sleep though I wondered...what was Felicia doing? Was she happy? Was she safe?

I don't know why I keep wondering about her...she did leave me. But still...even after all this time, after Jean, Jessica and even the potential romance with Gwen or Sue...God, that women still had me.

I sighed. Hopefully, whatever comes next will be kinder to me. I pray that I wasn't just getting started on a long long tiring journey...oh what I am saying, it's me. Of course that's exactly what's going to happen! Fuck!

* * *

 **I'm on a diet...I don't like it. Anyway, yes, Jessica will act like a catalyst for Sue, but it won't be anytime soon. And while I don't like the idea of a harem, and I know I seem to be settign up one, I honestly don't plan on having the final pairing be a harem.**

 **Anyway, so far it seems Spider-Gwen is leading the polls, in the story Miles is 12, so I suppose that might be a bit young. Anyway, we'll see.**


	54. The Calm before the Storm

It was Monday night. I should be at my lab or out patrolling the streets, though the latter half Matt does cover for me so it isn't absolutely necessary. But still, I should be somewhere else, i honestly didn't think I would be...well, here.

For the first time since Nat and I began using it the Queen's SHIELD bunker was finally being used for actual SHIELD mission purposes.

I stood in full costume next to Jessica and a scientist named Albert Reech that SHIELD had on their payroll. We stood on the other side of a one way mirror looking into an interrogation in progress. And the man of the hour? A fully cured Curt Connors.

"So you're telling me, you don't remember any of it?" the agent interrogating him scoffed as he leaned back on his chair, "I find that hard to believe doctor."

The man in question was bald and sickly looking, almost as if he was a cancer patient that had gone through extensive chemotherapy.

"I-I am telling you all the truth. I am sorry, but I don't remember what happened to me for the past three days," he whispered, his voice frail like a wilting rose.

"You killed a man," the agent hissed, "gutted him in half and then tried to kill more people. You're telling me you don't remember any of that?"

"What a douchebag," I grumbled.

"He's just doing his job," Albert argued.

"We established the Lizard is a separate entity, sort off like a split personality disorder deal," I shot back, "and he's still treating Corners as if he's personally responsible for those deaths."

"It's protocol Spider," Jessica told me, sending an apologetic look, "it can't be helped." I grumbled, but didn't argue back.

"Find," the agent tapped the table rhythmically, "fine….tell me about ROXXON."

Coroner's blinked, "what do you want to know?"

"How did they contact you?"

"Email...they sent me an email with...well, everything I would need," Conner's looked down, his shame was so potent I could feel it form here, and form the way Jessica's eyes sadness, I'm guessing she could as well.

"How did they even know what you were working on?" the agent asked.

"I was stuck on grafting of genetic markers onto a subject's DNA...the key to the whole formula...I...I reached out to the dark net, hoping someone, anyone could help me. I visited so many site, so many forms...and then...I came home one night to see a new email in my inbox."

"And..that's it? A multinational company just happened to reach out..forgive me, but a nobody professor and gave him the answer to all his worries? No strings attached?"

"I...yes," Corners nodded.

The interrogation went standard from then onwards. They asked him the formula details, who knew, if it could be massed produced. Whatever SHIELD was planning...HYDRA might get their hands off it. I need to make sure if Corners tell them, it's not the real formula.

But then...something...something was nagging me. In my head, something didn't sit right with this whole deal.

"That doesn't make sense," I hissed.

"What do you mean?" Jessica asked.

"I have been after those bastards for weeks," I replied, "I have followed every trail, every corner of the city. I couldn't find a trace of them, not even a paper trail. But now? They slip off? An email with their name in big bold letters? They must have know Coroner's was a liability, they aren't stupid. But now….it doesn't make sense."

"Maybe they made a mistake...it could happen you know," Jessica argued.

I shrugged, "maybe….maybe..." I saw the integrated get up and call agents to escort Corners away. I narrowed my eyes, "I need to talk to him. Can I?"

Jessica turned to the doctor who shrugged, "sure. But make it short."

I walked out and saw him being dragged to the exit where a van was waiting to take him away.

"Wait," I called out, the agents turned and nodded at me, "give me a few minutes. Alone."

They nodded and left, leaving me and Coroner's alone. I waited until they were out of earshot to speak, "Sexy, cut the audio monitors in this entire corridor."

" _You got it boss,_ " the AI replied.

Corners looked at me, his eyes softening, "my son is a huge fan of yours sir...he keeps asking me to make him a human spider," he chuckled, "it's so difficult to tell a nine year old that's not possible."

I chuckled, "I suppose so...does he take after you?"

"You mean is he smart?" I nodded, Corners smiled, "he isn't a genius like I am but...he takes after his mother. An artist, a genius in his own right I suppose."

"I see...so...why did you do it?"

Coroner's looked at me, "because...because I wanted to cure the world."

I looked at his arm, the stump of his right hand, "may I ask how it happened?"

He touched it softly, "when Billy, my son...when he was five, he was about to be crushed by a giant machine in my lab. It had toppled over...I pushed him just in time but in exchange...my arm was crushed beyond repair."

"A small price to pay I would say."

"It is," Connors smiled, "and I would gladly give my other arm for him as well.. But...no one else should ever have to give that up...no one. I thought I could make sure nothing like this ever happened again...no matter what happened to me."

I felt his sadness grow as he continued, "but I never imagined...did he have a son?"

"Quinber? I….I don't' know….Sexy?"

" _The office had a children sir._ "

Conner's head fell, "I'm a monster."

"Yes….you are," he looked down, tears forming in his eyes, "but...you can always change."

"How? How will anyone ever forgive me for what I did? How will my son ever stop seeing me as-as not a monster?"

I was silent, my thoughts running through my head a mile a minute until I finally got an answer. "Most people believe that once you become evil...you can never change, that that's who you will always be. But...that's a lie. You can always change...it won't be easy, it might not even be possible. But if you don't' try...if you give up...then you are truly lost."

"B-but I-"

"-I forgive you," I told him, "I forgive you and everything you did. I forgive you Curt...no one is is above forgiveness, no one. And I forgive you...now, you have to get the rest of the world to forgive you...and most importantly...you have to forgive yourself."

Curt's tears flowed freely, he cried, his voice hitching, breaking. He was broken inside, but I knew he would recover, I could see it. Anyone who ever asks the question, 'am I a good person', has the potential to be so. At least, that's what I believe.

" _Sir, the audio system is down. You have two minutes before they notice,_ " Sexy replied. I sighed, good, now I can begin.

"Corners….I need your help….can you do me a favour?"

He looked up, "what do you want me to do?"

"Has SHIELD will ask you for the Lizard formula?"

Curt shook his head, "no...they didn't."

"Good...if they do...lie," I told him, much to his shock.

"W-why?" he asked me.

"Because SHIELD has a mole in it," I replied, "an organization older and far more terrible than ROXXON has control of it and if they ever get their hands on the formula, thousand, if not millions of people will die."

Curt's eyes widened, "who?"

"HYDRA," I replied. And the way Coroner's eyes widened, I'm guessing he knew.

"If you know they are still...active. Why haven't you stopped them yet?"

"It's complicated," I replied. The truth was...it wasn't my destiny...it was Captain America's to stop them. Canon, no matter how much I fucked it up, will try and repeat itself. It's just a law of the universe.

"I see….fine...I'll be quite...but I need you to do something for me."

"What?"

"Billy...tell him I'm sorry...tell him I'm not a monster they say I am...please, I beg you."

I nodded, "consider it done." I turned and left, Corner smiled, I smelt a small breeze of happiness in the stench of sadness around him. I'm glad I could do something to change his mind.

I watched the Agents return and escort Conner's to the back of a van. He sat there between armed guards, he was supposed to look depressed, defeated even. But I saw a small smile on his face.

Soon they drove away, I watched the van pull out of the warehouse we sued as our front and hoped HYDRA didn't try anything. I know it might be a vain belief to have, but I had to hope.

I made my way to the interrogation room and found Jessica dismissing the doctor form before. 'Confidential' and 'need to know' was passed around quickly. She sighed as I approached, "this is such a pain."

"I suppose it is," I saw the doctor and the interrogator form before enter the lift and exit the safe house. Meaning Jessica and I were alone.

I reached up and removed my helmet, sighing as I ran my fingers through my hair, "at least it's over."

"Yes...I suppose it is," she looked away, sad.

I narrowed my eyes and slowly placed my hand on her hip, pulling her closer, her back pressed against my back as she sighed, leaning back on me for support.

"What's wrong?" I asked as I bite into neck playfully, the lust rolling off her was….so intoxicating.

"I told you...I'm here only till the whole ROXXON mess is solved, and then I'm gone," she moaned, "and it's solved...so..."

"When do you have to leave?" I asked.

"I was given an hour to gather my things and leave the safe house...and you," she moved away and turned, we held each other in our arms, Jessica looked into my eyes and I into her's.

"When will I see you again?" I asked.

"Honestly? I don't know," Jessica sighed, "I suppose...it will be some time before I can be free again."

I smiled sadly, "do we have have at least an hour?"

"Yes...we do," she leaned forward and kissed me. I wrapped my hands under her curvy rear and lifted her into the air.

I made my way into her temporary room and kicked the door open, careful not to break it. I threw her on the bed and put my helmet aside and slipped out of my costume.

Jessica wiggled out of her uniform and threw it away as well, throwing it to one corner of the room where it lay forgotten for the next hour.

All the times before we had sex it was rough, violent and passionate. We fucked, but this time, we made love.

I remembered her kisses were filled with sadness this time, as if she was saying sorry for leaving. I didn't blame her, I couldn't. She had a duty...a responsibility. She want to be a hero. Who was I to stop her?

I won't say that night was the most intense sex we ever had, in fact we only lasted a single round. But we prolonged that single round for as long as we could for we knew after it, we would have to leave. And neither of us were ready for that.

Half an hour later Jessica and I were content staying in each other arms. Our bodies was warm and sweaty, our breathing shallow. She had her head resting on my chest while I held her free arm in mine.

"This fucking sucks," she whispered, eyes drafting on the bedroom walls.

"I know..."

"...I'm going to miss you...you know?"

I reached down and kissed her forehead, "I know...I'll miss you too."

"Me or the sex?" Jessica chukled.

"Both," I smiled back, "although...I am kind of disappointed we never got that date."

"We have half an hour," she chuckled, "maybe we can do something with that."

"A half an hour date huh? Maybe," I smiled at that, "yeah….let's do that."

Jessica blinked, "Peter, I was joking."

"I wasn't," I took out my phone and went to YouTube, putting the first video I noticed in my feed, a video about the mystery of Black Holes, narrated by Neil DeGrasse Tyson.

Jessica raised an eyebrow as the video began, "seriously?"

"What? You don't like it?"

Jessica smiled, "no," she leaned forward and kissed me, this time, it wasn't filled with sorrow, but filled with content, "it's perfect."

She rested on my chest and we watched the ten minute video. We didn't say a thing, we didn't need to.

After it was over we got dressed in seconds. Jessica didn't have much to pack, in fact she literally had nothing to pack. I suspect whoever gave her an hour did so simply because they knew she wanted to say goodbye.

I watched her enter her jet and take off through the entrance in the warehouses' roof. She waved at me from the cockpit. I waved her back.

The warehouse window closed up and I sighed, another women left, damn this Parker luck. The entire place suddenly grew colder, the warmth of companionship was gone, I was alone.

I looked at my helmet, the mask of Spider-man looked back at me. I suppose I wasn't alone...I had the duty that came with this mask. Spider-man had a duty. Billy needed to know his father wasn't a monster.

I swung out into the night without a sound. I had Sexy find Connor's address and swing over to the place. Ironically, it was a few neighborhoods South of my home. I jumped from rooftop to rooftop until I found myself in the tree growing next to the house and inside I heard two people crying.

I focused on the one that sounded younger, I swung over and peaked into the window, the bedroom looked to be that of a young boy and the figure hidden under the covers and crying was short.

I opened the window easily, the noise I made startled the boy. He got up from his bed and looked at me, he gasped, "S-Spider-man?"

"Hey….Billy right?" I climbed in and closed the window behind me.

"H-how do you know who I am?" the kid asked. He wore a set of blue pyjamas with vertical white stripes. His hair was blonde and he had blue eyes which were tinged red from crying.

I sighed, "your father sent me...he wanted me to speak to you."

"Y-you know my daddy?" hope seeping into his voice, "where is he? Is he okay? Is he coming back?"

I sighed, "he's safe Billy and...I don't know when he'll come back though..."

"Oh..." that single word seemed to shatter Billy's dreams, he hanged his head, anger and sadness coming out, "I thought so...I mean...after what he did..."

"What do you think he did?" I asked him.

"He killed people," Billy responded.

"No," I shook my head, approaching his bed and sitting down next to him, "he didn't do that."

"But mom said he was that Lizard thing we saw on the NEWS! That he hurt someone!"

I sighed, "yes, he did hurt someone. And he is the Lizard but, it wasn't him who did all those things."

"What do you mean?" Billy asked.

I sighed, great, I had to explain multiple personality disorder to a ten year old, joy. "It's like this...do you know why he did what he did? Why he became the Lizard?" Billy shook his head, "it's because he was trying to help people. But something went wrong and it turned him into that monster. I stopped him, not only because I needed to save the city, but because I knew the Lizard wasn't who your father really was. He was a good man, and I was trying to save him."

Billy looked down, confusing in his eyes. But slowly, I smelt the anger disappear, "so...he's not a bad guy?"

I shook my head, "no, he's a good man Billy. A kind man. He just...made a mistake. I'm not saying you should forgive him, but you have to at least realise he never meant to do anything he did...he told me to tell you he's sorry….that's why I'm here."

Billy looked down, silent for a while. Finally he looked up at me and with tear filled eyes asked, "c-can you stay? J-just for a while...please?" the last part was almost begging.

I nodded, "of course," I let him rest on my thigh as the boy began to sob, crying himself to sleep. I waited and waited and I honestly didn't mind the wait. As much as Billy needed someone, I also didn't want to be alone.

When he finally did go to sleep I gently placed his head on this pillow and wrote down a quick note and placed it on his bedside. It read: ' _It's always easy to hate and harder to forgive. Your father will always love you, I promise. Signed, The Spider._ '

I left after that swinging away. I made my way back home, but before I entered my bedroom through the roof, I heard a crash. I quickly looked around and noticed the light in MJ's room was still on, I focused my hearing and immediately picked up something.

"No Mark!"

"MJ, it's just something to cut the edge! You said you were nervous for the gig tomorrow right? This will help."

"Look, if it was weed or some beer then fine, but this is cocaine Mark!"

"Sexy, transform into civilian apparel," I ordered as I jumped across the road, clearing the distance in a single bound. The unstable molecule fabric shimmered as it changed, transforming into what I designated as street clothes, a pair of jeans, black hoodie and sneakers.

I removed my helmet and gauntlets and placed them on the roof, "MJ please, you're acting like a bitch!" I sighed, me sneaking into MJ's room in the middle of the night. Didn't I already graduate form this last year?

"Mark, get out, now!"

"MJ you don't mean that! Look I'm sorry okay, look, I'm putting it away," I jumped onto a nearby tree branch and landed. I turned and got a directly line of sight to MJ's room.

"Mark...I don't think I can keep doing this if you keep doing that," MJ pointed to the trash can, Mark must have thrown it away.

"MJ...look...I'm sorry, but you have no idea the pressure I'm under," Mark begged, "I have the band, my dad, school, it's all so much! I need this!"

"Mark..please, for me," she approached the man with a loving look, "stop...I don't think I can stand the sight of the man I love...becoming a junkie."

Mark looked down and snarled, "yeah right," he pushed her back, "I'm the man you love...as if."

MJ blinked, "what's that supposed to mean?"

"You know what I damn well mean!" Mark yelled.

MJ signed, "Mark, how many times are we going to go over this. Peter and I are just friends!"

"Yeah right!" Mark growled, "you always talk about him, every time you and Liz hang out it's always, Peter this, Peter that. 'Oh Peter adopted a street stary and feed her, isn't he so amazing'? 'Oh, Peter saved a basket of puppies! Let's all suck his fucking dick!'"

MJ narrowed her eyes, "take that back."

"Or what?"

"Or we're thru."

Mark snorted, "I see how it is...I can't even make fun of your precious Peter Parker. What's so special about him?!"

Without skipping a beat, MJ replied, "everything...you won't understand. You don't know him."

"Yeah...and I guess I can't compare to him either," he walked away, grabbing his guitar and slammed the door behind him. MJ feel on her bed, tears running freely. I watched Mark get into his car, which was parked at the end of the road, and drive away.

She cried, I heard her cry loud and hard. I felt the pain and sorrow she held in her heart and I knew I had the same, except I had learnt to hide my feeling a lot better than she ever would.

I walked along the branch and latched onto the side of the house, crawling up to her window and knocking on the frame to alert her to my princess.

She looked up, those brilliant green eyes now clouded and red. She looked up and was surprised, "P-Peter?"

"I was just getting home from swinging when I heard you crying," I said as I climbed into her room, closing the door behind her.

"You did?" she asked in disbelief.

I sighed, "no...I actually heard you and Mark fighting," I said as I sat down on her bed as she got up and wiped away her tears.

"I see..." she looked away, ashamed.

I sighed, "MJ...do you want me to talk to him? Tell him that there's nothing going on between us? I know I never really gave Mark the time of day and all, but that isn't because I hate him or anything. I just never had the time for...well...friends."

"I know Peter," she sniffed, "I know...you have your responsibilities...Mark and I...we have our own problems. He's just blaming them on you because he's the jealous type...it's nothing to do with you."

I put my arm on her shoulder and patted her back, "I'm sorry things turned out this way MJ..I knew you liked him."

"Yeah...but even I'm not stupid enough to stay with a drug addict."

I snorted, "you're not stupid MJ."

"The last boyfriend I had was Harry Osborn," she shot back, a sad smile, "my track record speaks for itself Peter."

I rolled my eyes, "but hey, at least now Harry's acting a lot more responsible...kind off."

"Yeah...I guess that's once again because of you," she pulled away and looked at me, "how do you do that Peter? How do you get people to change so much?"

"What do you mean?" I asked curiously.

"Liz...we both know how she was before all of this. Before we befriended Jean and fought a psychotic metal mutant," MJ sighed, ", then came Harry, the daddy's boy who was a spoilt rich kid became more controlled and even responsible. Hell even Flash is less of a jerk these days."

I snorted, "I think Flash cares more for what Spider-man thinks rather than what I do."

"Maybe...but they are the same person aren't they?" MJ raised an eyebrow.

I shrugged, "yeah...maybe."

"So how? How do you change people so much?"

"Honestly MJ? I don't know. I just live my life and I stand for I what I believe in. I guess...if people think it's worth the risk, they stand with me too."

She was silent, I knew the talking was just...an ideal distraction. She tried to push away her thoughts, she tried to keep herself busy. But I felt the laziness come back.

"I don't know what I'm doing with my life," she whispered.

I reached out and held her hand, "I promise...one day, you'll have it figured out."

"How? How can you possibly know that?"

I knew I shouldn't do it. I knew it was possibly the worst idea I ever had. But I felt so...broken. I felt so hurt. I know this wasn't a proper excuse, but after so many people leaving me...I was desperate for someone to help me lessen the burden.

So I did something so fucking stupid.

I took out my phone and opened the safe gallery, MJ looked at it and raised an eyebrow, "what are you going to do? Show me Captain America's nude?"

I chuckled, "please, Steve's too straight edge to take a nude."

"Only you would call Captain America by his first name," MJ rolled her eyes, "anyway, what are you showing me?"

"Something important," while most people would store nudes in their gallery, I didn't. What I held was much more precious.

I took out a picture I had taken while on Earth 982. A single perfect picture with that version of Peter Parker and his family. He and his MJ stood in the back while May and I grinned arm in arm, standing like siblings.

"When I was lost in another world...I told you I found a version of myself...right?" I looked at her passing the phone to her, letting her look at the image.

"Yeah...wait, isn't this May? That female version of yourself?" MJ asked curiously.

I shook my head, "no...I lied."

"What?" MJ snapped to me.

"She's not a version of me...she's my daughter," I tapped on the photo, zooming in on her features, "her name is May Day Parker, she's the daughter of Spider-man. And she's...she's...she's our kid."

"O-Our kid..." MJ looked shocked, she turned to the image and moved to the version of her that was aged, "t-that's me...oh my God...this is us?"

I shook my head, "no….it's a version of us," I reached out and MJ placed the phone back in my hand with a shaking grip.

"W-what do you mean?"

"In that world I never….I never dated Felicia Hardy," I lied, but she needs to understand the differences between these worlds so that she knew this wasn't technically possible, "in that world, there are a lot of differences. For us….it may not be possible, we probably won't end up...like this. But...look MJ, what I'm trying to say is maybe one day, you will have your happy ending."

MJ looked at me, "Peter...are we going to get married one day?"

I chuckled, "no you idiot," I patted her head, "that's not what I meant. What I meant is that one day you'll have things figured out. I have seen other worlds, in some we never end up together, in a few we do. But in almost all of them...you figure it out." The last part was a lie, I had to think off something up, I could feel the false hope I had installed in her.

Oh God, what have I done? I regret showing her the picture, of promising her a future at her most vulnerable. I'm a monster.

"I see..." MJ looked down, "so...we don't end up together…."

I looked at her, "I honestly don't know...the future is kind off a shitty thing MJ. But I do know one thing. Tomorrow will always be a new day. For you and for Mark. I don't think we can ever be this picture MJ...we're just too different. But maybe you can still have your happy ending."

I got off the bed and walked to the window, trying my best to get out of there as fast as I could. I had done so much damage already in my selfish desire to not be alone anymore. I was a cruel sadistic monster.

And then, MJ spoke, "I guess I should have asked you out the first moment I met you huh?"

I paused as I stepped on her window sill and looked back. I smiled sadly, "maybe...maybe things would have been different. Who knows...good night MJ," and please forgive me.

I left right after and went back to my room. She didn't cry that night, the crying stopped, I was glad. But I prayed it wasn't because she was thinking I would be her safety net, because I knew if she did try and love me, I could never love her back. It would not be fair to that poor and innocent girl.

And the reason was simple...I was still in love with Felicia Hardy. Damn that girl. I fucking hate my love life.

The days quickly flew by for me. I went to school, but only paid half a mind to it. It was more of a compulsion now than an actual need, I fucking hate Richard for this.

Mark and MJ broke up officially two days after I saw them fight, MJ and Liz became closer as such. The red head had joined back with Harry and Flash, the toxic gang I had to deal with in my first year was back.

All that work Felicia and I did to remove them from those two idiots were for nothing now. But...with Harry's new responsible attitude in life, I think things won't turn out that bad this time around.

Hopefully.

MJ and Liz trying to reach out and get me to hang out with their new gang, but I also figured a way out, either work or _work_. Liz understood, while MJ seemed more annoyed. She wanted to sit down and talk about us...and I knew I could never have that conversation with her.

I continued patrolling the streets as Spider-man, though nowadays criminal gangs avoided me like the plague. Even Matt rarely encountered them on the streets anymore. They hide and try their best to make a profit, though I doubt their revenue streams are that wide now.

So with that being said, I was able to donate a lot of time to my new costume and preparing it for combat. But first I had to make a few adjustments for my present costume.

I created a new backpack design for the suit, but now, I added a new feature, I lined the inside of the bag with a self created bag of infinite storage. It was a relatively simple idea, but being able to store more technology inside the backpack made hiding the costume so much easier.

Not that I was hiding it. Since the fabric could transform, I don't technically have to use it. I just uploaded a new design into the suit's memory banks, wash it a couple of times and presto, I never have to remove the suit.

Sue did find it a bit disgusting, but didn't object too much. It was an ingenious idea after all.

Speaking of Susan Storm...well, I can't say anything about that woman. She continued to ignore me, reducing our relationship back to a professional and mentor-mentee manor. I didn't mind, I knew she found being with me in any form uncomfortable. But I...I thought she would at least mention something.

But, it just seemed like another part of my life that was cut out. And so i accepted it, it's not like I could change her mind...nor did I want too.

I had also finally finished the Spider-tank project, my car still sat in Johnny's lab, since I had yet to finish testing its full capabilities, but all the new additions were installed perfectly.

Life had gotten clam...but I knew it was only the calm after the storm. And around mid May, the storm came.

I had woken up late that day and rushed through my daily activities. I put on my UMF suit and set it to civilian wear number 6, a favorite of mine. A set of baggy pants, a baggier shirt and a shirt over that to give me a sort of relaxed stoner vibe.

I hurried through breakfast, wishing everyone a good day as I left home. MJ had already left for school so I didn't have to wait for her. I ran like a bat out off hell and made it just in the nick of time. I walked in and immediately I knew something was off.

People were chatting amongst themselves, chatting up a storm. I grew curious, but before I could ask anyone anything, they all slowly turned to me.

I blinked, they were all staring at me. I was kind of surprised really. I looked back at them, "ah...can I help you?"

"He's here!" someone cried out from down the hall. I turned to see MJ and Liz running to me, everyone else still looking right at me.

"Hey you two," I wished them both, "what's going on? You both look like you've seen a ghost."

"Peter, you need to go!" MJ hissed as she and Liz grabbed me and made a beeline to the exit.

"What? Why?" I asked, and suddenly I realised the people were moving around us, blocking our way.

"Do you think it's true?"

"No way in hell man."

"I mean, it would make sense, he does work for the FF."

"No way in freaking hell," another hissed out.

"Get away," Liz hissed them, immediately forming a clear path through the crowd, she pulled us me and ran out the door.

"Guys, what the hell is going on?!" I asked them both as we left the school.

"Peter!" I turned to see Harry of all people running up to us, his eyes wide with shock, "is it true?"

I blinked, "what the hell are you talking about?"

"Peter, we have to go," MJ hissed, "where's your car? You need to leave!"

"What? Why?" I asked, pulling my arm out of her grapes, "MJ, what the hell is going on?!"

"This!" Liz yelled as she shoved a phone into my hands. And on the screen was a tweet, a single tweet with a single photo. It was under the account name of 'Victor Von Doom'. And the tweet was short;

 _Peter Parker is Spider-man_

And attached to the tweet was a picture of me in my lab in the Baxter building wearing my suit, without the helmet. My face was clearly seen, there was no question of it being faked.

The tweet had been shared over a billion times.

I looked up, MJ, Liz and Harry were waiting for my reaction. I was too shocked to do anything. This was Doom's revenge...he wasn't after the FF, no, first, he needed to destroy me.

I suddenly realised that it wasn't just three pairs of eyes on me, it was hundreds. Everyone in school were either outside with us or looking out through a window. Immediately I began to think of an excuse, immediately I began to think of ways to push this away. And I got one.

I sighed, "I'm not Spider-man," I said smoothly, handing Liz's phone back to her.

"What?!" Harry cried out, "but that's clearly you!"

I nodded, "yes, it is. I don't deny that. But, I'm not Spider-man, I made that suit. I built it and I also tested it. That is what this picture showed."

Harry blinked, "y-you built it?"

I nodded, "yeah. Why do you think Spidey keeps swinging over to the Baxter building? I build his tech."

The students began to chatter very loudly, whispering to themselves. Some didn't believe me, others, who continued to remember how Peter Parker was a nerd, found it more possible.

"Then why did Doom say you are?" Harry asked, "he has no reason to lie."

I nodded, "he has every reason to lie. He's an egotistical mad man, he can't stand the fact that he was drafted, especially at the hands of Spider-man. He's planning to go after the FF and Spidey. What better way to do that then by removing his tech guy from the equation?"

That got people talking, they seemed more and more likely to believe me now. All of them looked more accepting of this 'fact'. Yes, I can do this, I can win!

And then, my spider sense blared. I turned, a missile came straight for us. I moved before I realised I was doing it. I had to save my friends and the hundreds of teenagers around me. I leaped into the air and spun my hands, forming a magical shield.

I didn't even realise I was forming a whip of Vastha until it was already wrapped around the missile and flug into the school's football field where it impacted and destroyed a huge chuck of the stands.

BOOM!

I landed on my feet and panted. People were gasping in shock. Slowly five figures descended from the sky, each dressed in green. I looked up, five Doom robots looked down at me.

These models looked more advanced, if anything they looked like someone had taken Tony's mark 8 armour design and painted it green and silver with a glowing green arc reactor

" _Target identified,_ " the five spoke as one as they raised their arms, revealing arm size rockets attached to them, " _proceeding to eliminate with maximum hostility._ "

And I knew right then, my life as I knew it was over. Doom gave me a choice, reveal myself to the world, or die. That was no real choice.

* * *

 **You know the difference between FF and comic books? I don't have a minimum sales requierment, so I can do whatever the fuck I want and keep whatever story point I want to use,** _ **permanently.**_ **Meaning the fucking Devil won't come to offer a sick fucked up deal to hide my SI's secret identity from the rest of the world.**

 **I really hate One More Day. I hate it. You know what the best running Spider-man story is now? Renew your Vows. A story where MJ and Peter are married and have a kid. What canon Spider-man should be like.**

 **Sigh, anyway, there you go. Next chapter: new suit, new car, same old Doom.**

 **P.S. A friend of mine, who is helping me by making a few cover art for Gamer Kage, recently started a chat site around fanfiction. While it isn't my cup of tea, it is well done and seems nice, so check it out if you can:** **discord .gg /Wvv5QB2 (or) discord .gg /y4SHTeG.**

 **Alright, shameless plugin over.**


	55. Spider-man Vs Dr Doom!

BOOM!

I jumped away from the missle, running straight for the football field. I had no choice I had to get these things away form the school.

Suddenly one of the five robots landed before me, all it's missiles armed and ready, " _destroy,_ " it spoke, firing all ten missiles at me.

"Shield of Sharum!" I cried out, forming the circular shield in front of me before bracing for impact.

BOOM!

The explosion sent me flying off my feet and threw the air. I managed to gain my balance back quickly, landing a crotch, but just then my spider sense flared, warning me of something approaching me from back.

I jumped into the air, just as the missile flew past where I was. It flew straight ahead at the Doombot that blocked my way, exploding on impact.

BOOM!

I landed on the ground, one down, four to go. I was about to move when I felt my spidey senses go off again, but before I could move a robot managed to grab me from behind.

" _Initialising self destruct sequence,_ " I muttered casuhally.

"Fuck no!" I flexed my muscles, my superior strength allowed me to break out of the robot's grapes. I then turned around and grabbed it and threw it into the air, right at an approaching Doom bot.

BOOM!

Both of them exploded at once. Three down, two to- spider senses, I jumped, avoiding the another missile before landing on the school flag pole. The resulting explosion shock the base, the pole began to shake before slowly falling down.

The robots came flying at me, I jumped down and grabbed the pole, holding it up before lifting ti and using it as a bat to hit one bot into the other.

They went flying away, I planted the pole into the ground before running away, covering a lot of ground while the robots were down.

I managed to make it into an alleyway, my breathing running fast. I quickly scaled a building wall and began hopping from rooftop to rooftop, slowly getting as far away as I could from the school.

I quickly found a roof with a elevator shed on top. I broke inside and closed the door behind me. The sound of the elevator's machnerary was loud, this thing must have been built in the 70's or something. I knew the noise would mask me, those bots didn't look very smart.

Immediately I felt my phone ring, I looked, it was Fury. I sighed and cut the call, immediately he called again. I cut him off again and began to text instead;

 **You:** _Can this wait? I'm running away from robots the man_ you _pardoned made._

 **Fury:** _Are you alright? Where are you? We'll come pick you up._

 **You:** _Oh really? Are you going to gift wrap me to Doom?_

 **Fury:** _Kid, now is not the time! You're in danger, we need to pull you out._

 **You:** _You want to help? Get my family to safety, May and Ben, I'm sure Richard is already safe with whatever lab you guys have him working at. I'll take care of myself._

 **Fury:** _Peter you can't! Don't you get it? The secret is out! You're in more danger now than you ever was! No amount of covering up can make this better! There's already a video of you fighting Doom's robot as Peter Parker!_

 **You:** _No offence Fury, but SHEILD is the last place I would feel safe. Get my family to safety, I can take care of myself. Spider out._

I then put the phone on silent and looked outside, no sign of any Doom bots, good. I touched my right breast pocket on my suit and whispered, "activate Spider-mode," the suit shimmered as it changed from my civilians clothes to my suit.

I stepped out and swung into the city, but even though I searched far and wide, the robots weren't there. I landed on a building across school and hide in the shadows, watching what was happening.

The police had arrived and were currently calming students down, most were ushered back inside while the remains of the robots I destroyed were littered out on the campus grounds.

Immediately I called MJ. The phone rang once, she picked up. "Where are you? Are you safe? Did you escape alright?" she asked in a hushed tone.

"I'm fine," I told her, "what about everyone else? Did they get hurt?"

"No they're-"

"-Peter," Harry voice came through, "where are you?"

"I'm safe," I replied. I heard a lot of noise in the background, MJ and Liz yelling at Harry, but he seemed to ignore them.

"Is it true?" Harry asked, "are you Spider-man?"

I was silent, I couldn't lie, he was just asking as a way to tell where we stood. I sighed, "not the time Harry."

"Then when is the damn time!" Harry cried out, "how could you hide something like this?!"

I snorted, "you're one to talk, Glider."

Harry gasped n the other end, "h-how did you know?"

"I'm a smart person, how do you think?" I snorted, "listen, I have to hide for a while...if you're serious about being the hero this city deserves then while I'm gone it's your job to make sure everything stays in one piece, do you understand?"

"I-I...yes, I do."

"Good. Tell MJ and Liz I'm sorry. And keep an eye on them. Doom might target them...make sure they're safe Harry. Please." Without waiting for a response I hung up and shut off my phone.

I took off, swing away into the city. I need time to think… Doom declared war on me, he targeted innocent children, just to kill me. But I'm not his only target, the FF, I need to make sure they're safe from whatever he has planned for them.

I swung into the city, going as fast as I could. I saw the Baxter building in the distance, smoke coming out of ti's windows. I cursed and swung into the lounge, flying through the broken doors and landing in a squat in the middle of what looked like a war zone.

Boom!

The entire building began to shake, I felt it move just a little. There was a flash of light outside, I turned and ran to the window seeing a green hue surrounding the building. And flying overhead the building was a giant green circle.

I cursed, magic. I couldn't identify the spell but the amount of energy it gave out, I could tell it meant business.

"Spider! Move!" I turned around to see a half broken Doom bot flying right at. I ducked, the robot flew through the window and into the barrier, exploding the moment it touches the green light. It's parts went all over the place, but the barrier was in one piece.

I turned around to see Johnny, Sue and Reed approach me, each looking worse for wear. "What happened?!" I asked them.

"Doom," Johnny spat, "he spent a drone army at us. That right there was the last one."

"It was a distraction," Reed's eyes widened as he ran out and looked up, "it looks like those magic circles Peter can make," he turned to me, "do you know what it can do?"

I shook my head, "no, I think it's a barrier, but I don't know...oh my God! He's trapped us in here! It's a trap!"

Suddenly the TV came on, Doom was displayed on the screen, he stood on top of a building overlooking a small rural town, his armour was different, more streamlined. He looked like his drones, as if someone had ripped off Tony's Mark 42 armour and had painted it green and silver with a hexagonal chest piece. God, not only is he tacky but he's also super unoriginal.

"Richards," he spoke before looking around and noticing the rest of us, "ah...so you all survived. You as well Peter...I'm impressed. I thought for sure you would have been caught off gaurd. Did you like that little present? I thought it would be fitting I end your career with the same method you made famous. Twitter truly is a dangerous thing."

I growled, "yeah, it is. But you just made one mistake."

"Oh? And what's that?" he asked.

"You destroyed my civilian life Doom, meaning now I can focus all my attention on you," I spat.

"Maybe...for however long that is," he turned to Reed, "I'm sure you recognize this place, don't you Reed?"

The man looked horrified, "t-that's my home."

"Yes. It was here where you first had the idea of traveling through the dimensional barrier. Here where the plan that would lead to my accession into Godhood. This place will be the only reminder of your actions Reed Richards...that is, after your death. Good bye forever Richards...Sue, I'm sorry."

His face vanished and in its place was a two minute countdown. Immediately my spider sense went off.

"We need to get out of here!" I yelled, "he probably has the entire building rigged to blow!"

"We can't!" Sue cried out, "there are people working on the floors below!"

"We need to find that bomb!" Reed cried out, "Sue, can you turn the walls invisible?"

Sue nodded, "yes," she immediately ran to the wall and began to push her powers outwards. She closed her eyes and focused. Slowly the walls began to shit, become transparents, displaying the wires and layers behind the surface.

She kept pushing, slowly sweat began to pour down her face. Slowly her own body began to go invisible, Johnny tred to speak up but Reed stopped him, not wanting to distract Sue.

And then, in the edge of my vision, I saw something odd. "There!" I pointed at the floor below the couch, a green box around three feet long and two feet deep, and on its face, a digital timer.

"Gah..." Sue gasped in pain as she dropped her arms and fell to the ground, only for Johnny to catch her in the last minute, making sure his sister was unharmed.

I ran over and released my stingers, showing them into the ground and pulling out the tiles, revealing the bomb underneath. I grabbed it and pulled it out, I looked it over, but the design made no sense!

"I can't figure it out!" I hissed.

"Give me," Reed hissed as he grabbed the box from my hand and broke the cover to reveal several wires. He began to sweet as he tinkered with the settings.

I knew he wouldn't make it, I knew Doom wouldn't make it so simple. So we needed a back up plan. Twenty seconds left and-pocket dimension!

"Give it!" I grabbed the bomb and ran away.

"Peter no!" Sue cried out as they followed me into my lab.

I kicked in the door and ran inside. I went to the shelf on the far end of the room and grabbed a spare bag of infinite storage I had made for beta testing the magic before applying it to my car and the new suit. It was around the size of a normal school bag, perfect.

I shoved the bomb into the bag, the bomb falling inside the pocket dimension for infinity, landing at the 'bottom'. I then grabbed my original bag of infinite storage and threw this bag into that. And then, the timer hit zero.

We all flinched and waited, but nothing happened the bag was unharmed. I opened my bag and looked inside, spotting the other bag immediately. I reached in and pulled it out. It had been burnt, it's material reduced to ash, leaving only a few patches behind.

I gave a sigh of relief, leaning back, "oh that was way too close."

"Damn straight," Johnny gasped as he sat his sister down on my chair while he leaned on my desk, "how did you know it would work?"

"It's a bag of infinite storage," I told Johnny, "it's its own pocket dimension. It has infinite space for the bomb to explode in."

"That was some quickly thinking," Sue nodded, "you just saved us all...again...this is becoming a habit with you huh?"

Reed nodded, "yeah...it is," he looked at me with something akin to hate, before he looked away, "the barrier, it's down," we all looked outside and sure enough the green barrier was gone, "we need to move, Doom is not far, we can still catch him."

"No," I spoke up, Reed stopped walking towards the door.

He slowly turned around, "no?"

I nodded, "no. It's clearly a trap."

"Ah dude, he just tried to kill us, why would he make another trap?" Johnny asked.

"Because he's fucking clever," I hissed, "come on, you guys know Doom, you know the type of shit he gets into. Do you really think he would ever kill us with a fucking bomb?! Come on! He wants to be the one to do it! He wasn't to look into our eyes when he does it! Not this! It's clearly a trap!"

"And?!" Reed cried out, "and what if it is?! He's in my hometown Peter! As long as he's in there he's holding the entire town hostage!"

"Exactly! Would Doom really do that?! He's a lot of things, but he isn't a fucking psychopath! He wasn't to be seen as a benevolent God! Not a mass murderer!" I hissed, "think Reed! He wants us! If we go there, we're walking right into his hands!"

"And if we don't, we let him get away!" Reed yelled right back.

"So what if he does?!" I asked, "he's already lost everything! When he came after us the second time he broke the deal he signed with SHIELD, as of right now, he's on their shit list as well! We can use this Reed, this is a chance for us to take him down once and for all. But if you run out there like a monkey after a banana, then he wins!"

Reed and I stared each other down, his anger clearly written on his face. He spat, "if you want to hide like a coward, then go right ahead," he turned around and walked out.

"Reed!" Sue cied out. We all immediately went after him. We follow him to his lab where he approached a large object hidden under a white sheet. "Reed, what is that?" Sue asked.

In response the man grabbed the sheet and pulled it off revealing a shining new silver mobile with four separate pods attached together in a diamond formation On it's side the logo for the FF shined brightly.

"It' the Fantastic car," Reed replied as he jumped into the lead and started the engines, "I finally had enough time to build this damn thing….I'm going to stop Doom, with or without you."

Sue looked at me and sighed, "I'm sorry Peter...but Reed's right. Even if it is a trap, we have to stop Doom before he hurts anyone again."

"Are you crazy?!" I cried out, "he's not going to do that!"

"No offence man, but you don't know that," Johnny replied as he and Sue got into the car, sitting in their individual seats.

"Opening hangar doors," Reed called out as he flicked a switch causing the entire far wall of his lab to open up, showing the city skyline before them. He turned to me, "stay here Peter...this is our fight."

And without another word, they took off, leaving me behind in their dust. I clenched my fists. For supposedly the smartest men and woman in the world they were a bunch of fools. Don't they see this is a trap? Doom expected us to live!

"ARGH!" I smashed my hands into the wall, breaking it open. I sighed, I have such fools for friends...damn it, I didn't want to do this but...it would seem I have no choice.

I turned around and walked back into my lab. I took off my helmet and threw it on my table, "Sexy...initiate the Black Spider protocol."

" _Are you sure Spider?_ " Sexy asked,

I nodded, "yeah, it's time," I touched my arc reactor causing the suit to shimmer and return to it's pale white form. I quickly shimmed out of it and packed up the suit before throwing it into one corner. It was just a temporary suit after all, I never intended it to be my full time apparel.

Over the past few weeks since the beginning of project Technomage I found myself making significant progress with the unstable molecular fabric. And by that I mean I was successful. The only reason I didn't go shouting it out to the world was because I was saving it for something special. Doom.

The floor in the middle of my lab opened up as a black briefcase rose up on a pedestal that was lifted by a repulsor desk underneath. I pressed my palm on the case, it read my biometrics before clicking open.

I lifted the case and inside found my newest creation. The bleeding edge of what science had to offer and my own personal experiments with magic. A white undershirt.

This is the most advanced tech I have ever made. Of course I wouldn't leave it lying around in an obvious manner!

I put the white shit on, it began to slowly tighten before stretching out. To anyone else it would seem to be a function of the suit, but in reality there was a high tech scanner being run over my body which confirmed I was who I said I was. It scanned me on a genetic level, didn't want someone like Mystique getting their hands on this.

"Activate, password: ! #$%^&," the password was something no being alive could ever crack. My real name. So even if they got this far, they wouldn't be able to do this. Not even Mephisto, the devil, knew what my real name was.

" _Confirmed,_ " Sexy's voice spoke out, " _Black Spider activating._ "

The fabric glowed as goldish red runes covered their surface. I carved the runes into the very threads of the fabric, ever single thread count was now a portal into its own pocket dimension, and coming through that hole were nanobots that weaved vibranium laced unstable molecule threads.

The entire costume exploded outwards in motion, in seconds I was suited up. The threads weaved by the nanobots also contained minute robotic parts such as wires and machinery, as the threads weaved together, so did the suit's system. I stood now in a vibranium weave UMF costume. Tear proof, bullet proof, energy absorbing, stretchable to any size and can be altered to any form only to return to its original shape without a scratch on it.

Tony Stark, Batman and the Black Panther can kiss my ass.

The suit was pure black with white highlights. The spider in the middle was large and it's legs wrapped around my shoulder and sides reached around the back. It was vibranium silver that matched the gauntlets that covered my forearm. The soles of my feet were also covered with silver, nothing too fancy there.

Slowly a silver diamond shaped backpack formed on my back, it was shaped similar to Superman's shield and served as a pocket of infinite storage. I figured I would need it on the field.

In the palm of my hands the repulsor disc formed, shining brightly for a second before vanishing. The suit had many many more function, but I had them all on standby for now.

The helmet formed around my head was shock absorbant and fitted with every sort of protection I could need. Immediately the lens light up and the HUD appeared before my eyes.

" _We are running at 100% efficiency Spider. The Badassium core that Mr. Stark provided us is giving out ten times the output the old core could._ "

I nodded, "thanks Sexy, initialize a full system check, how long until we are combat ready?"

" _Calculating...twenty minutes for the weapons systems to be fully operational,_ " Sexy replied.

I grinned, "perfect." I grabbed my original bag of infinite storage and put it into my silver backpack, it had over a hundred canisters of vibranium, the left hand of the devil and my magic books. I do not want this lying around, especially if the Baxter building was compromised. If only Doom knew what was in here…

I reached to the far wall of my lab and pressed a secret compartment inside, unlocking it with a click. Slowly the panel came out and I reached inside, taking out a vial of red blood. Blood that...that I had hidden here the moment I came back from Earth 982.

Franklin Richard's blood. I sighed, "Sexy, what's my blood toxicity?"

" _Last time we checked it was at around 5% Spider._ "

"Low...but not low enough," I couldn't' risk it. And even if I did, I didn't have the time to waste to allow the blood to change me or the skill to use whatever power it would grant me. I growled, I just couldn't use it...not this time.

I put the vial of blood back into the wall and closed it off.

I turned around and left, walking into Johnny's lab where my car sat under a large black tarp, waiting for me. I ran my hands along its side before pulling it's sheet off to reveal the modified car below.

I had done a complete overhaul for its entire system. I reinforced its body with reinforced titanium and installed an air lock system and sooo much more. I opened the drivers side and sat down behind the wheel.

I pressed the ignition button, the car whirled to life. " _Spider mode detected, making suitable adjustments,_ " Doc's voice rang out as the car began to transform.

The car's dashboard changed into a red and blue theme as various new buttons and a HUD came up. My own seat back opened up revealing three date port that connected to my suit, locking it in place, allowing me to access the car's systems through my suit.

The outside of the car glowed reddish gold, the runes for storage popped up, causing the truck to open up and plates of titanium armour come flying across the car's surface before fusing together, changing the outer structure from looking like a DeLorean into a tank.

The car lifted into the air, the thrusters working just perfectly, even with the new weight. Slowly the colour of the car changed, some a silver trim to a black and silver finish.

" _We have a problem Spider,_ " Sexy spoke out, " _we can't leave the lab without going through the service elevator._ "

"Engage weapons system," I called out.

" _Is this wise?_ " Sexy asked.

"This is payback for leaving me behind," I call out as the truck of the car open up and a giant three feet in diameter canon came out. "Charge 1%," the engine whirled to life, I clicked the red button on my dashboard closest to the steering wheel.

BOOM!

The entire back wall exploded out, all the concrete and metal inside reduced into dust, so I didn't have to worry about any debris falling down and hurting someone.

I hit the accelerator and took off into the sky. I was tracking the FF, Reed's new vehicle ran on muon particles for thrusters, I can track those. So I quickly followed them, though I suspect they would reach there first. After all Reed built his for speed, I built this for war.

 **Twenty minutes later:**

Reed Richards landed the Fantastic car on the roof where they saw Doom broadcast from. It was an abandoned building, no one around for miles, at least according to the scanners.

"Where is he?" Johnny asked.

"Forget that, where is everyone else?" Sue asked as they looked around, the small town that factory sat on the edge of was completely silent, not even a mouse squeak. Sue looked at the onboard scanners again, "I'm not getting anything, not a single life form."

"That's because Doom scared them all away," Reed said as he and the others got out and stepped on the roof. They looked out and sure enough they found small smoke clouds forming out of house and roads broken into pieces.

Johnny turned on his flames and flew into the air looking around, "it looks like there as a fight here but...I mean, I can't see anything. It look abandoned. And judging by the way the cars and house are left open I would say they left in a hurry."

"We need to find Doom," Reed said adamentally, "if he did anything to them...he'll pay dearly."

"Don't worry Reed, we'll get him," Sue gave a reassuring pat on Reed's shoulder.

"Ah guys," Johnny called out, gaining their attention, "I feel like something's off. The entire city's empty but the lights football stadium in the center of town is active. The scoreboard and the lights are on."

"He's there," Reed hissed as he and Sue got into the Fantastic car and flew to the small stadium. They were flying quickly when suddenly something came crashing into their side.

"KYA!" Sue cried out as she was flug out of her seat and into the air.

"I got you!" Johnny cried out as he came in and caught his sister in his arms, only for the same thing that crashed into the Fantastic car to come into Johnny, forcing the boy to drop Sue yet again.

Thinking quickly Sue formed a telekinetic platform below her, allowing her to stand in mid air. "Johnny!" she cried out and turned, gasping at the thing her brother was fighting.

It was a giant white gorilla wearing armour. "Get off me!" Johnny cried out he sent a blast of flames at it, sending it flying away. He flew to his sister, hovering next to her, "what the hell was that?!"

Sue said nothing, instead her mouth was hanging open in shock. Curious her brother turned around, and flyin before them, wearing green jetpacks that were clearly Doom's design, was an army of giant white gorillas, each looking eager for a fight.

They didn't last long, Johnny lasted ten minutes. Sue lasted fifteen, putting up a better fight than her brother. But eventually they were both captured and brought to the stadium where Doom was waiting for them.

Sue looked up, one side of her head bleeding hard, the blood seeping into her eyes making it had to see.

Doom walked up to her with a swagger in his step. He carefully cupped her cheek, raising it towards him, "such a pity," he sighed, "I told them not to hurt your face...but then again, they are just monkeys."

The white gorilla next to Sue growled. Doom turned to him and held out a single finger, sending a blast of lighting at him, hitting it right in the chest sending the gorilla flying back and hitting the ground dead.

"Put her into the machine," Doom turned and walked away, allowing Sue to finally see what was located in the middle of the football field. There were four pillars that served as containment pods and connecting each of them on top was a giant circular metal disk.

Sue's eyes would have been on the familiar green energy the circular machine was making, but instead her eyes were glued to one of the pillars which was currently occupied by a giant organe rock faced man.

He was different, he now wore white robes that covered his whole body. He looked like a shaolin monk, but Sue still recognized one of her closest friends.

"BEN! NO!" sue cried out.

"Did you really think you could hide him from me?" Doom asked, "foolish girl, Doom knows all about the magical reality of this world. I have learnt from the Ancient One herself, before she too mistook my brilliance for arrogance! How else did you think I survived the Negative Zone for as long as I did?! Grabbing Ben was so easy...he didn't even know I was there."

Sue looked at Victor with hate, "what are you planning Victor?! Why go through all of this?! Why not just blow us up and be done with it?!"

The man in the metal suit looked down at her as if she was lower than dirt and spoke, "it's simple...because you're nothing more than a means to an end Susan...all of you. It was almost too easy. You see, I don't care about you...but what I do care about is what is inside you...the transdimensional energy, I need it."

"Why?!" Sue cried out. As she stood up, only for the gorilla holding her down to smack her across the face, sending her to the floor.

She withered in pain and looked up to see a look of hate on Doom's face, "I'm sorry, they're still a little hard to control," he raised a fist and suddenly the gorillas around her began to cry out in pain, holding their heads. And there, resting on Doom's right hand index finger, was a golden yellow gem the size of Sue's eye.

"Strap her into the machine," Doom ordered half heartedly as he turned to see one gorilla enter with Johnny's body tossed over his shoulder nd Reed's body being dragged behind him.

Sue tried to fight, but found the closer she got to the machine, the weaker she became. And finally she couldn't move anymore without every single tissue causing her whole body to quiver. She was shoved into a pillar along with Johnny and Reed, her limbs locked in place with straps as Doom and his army watched.

"It's a pity really," Doom spoke, his voice partially muffled to Sue's ears, "I had hoped to break down all my thorns today...but it would seem I will have to make special arrangements for Peter."

'No...not him,' Sue cried, wanting to cry out to beg for his life she threw away her pride, she didn't care. Peter...he had to live. That man, that wonderful man who was so damn selfless and kind. He gave so much for them, willing to become a criminal for them, willing to be...to be everything she needed him to be.

And in that moment, when Sue Storm was strapped into a machine and believing she was about to die did she realise, she was head over heels in love with Peter Parker.

Beep! Beep!

"Hm?" Doom held up his hand as a hologram displaying an aerial look at the town, green dots circling the entire area. And then suddenly, there was a wave of red cross appearing on the North side.

"What's going on here?" Doom hissed, "all troops, move to the Northern quadrant, get me a visual!"

Sue strained to keep her eyes open, slowly more and more of the green dots began to disappear, replaced with red crosses. And then suddenly the image changed, it looked like a video stream from a gopro. And the image shown set a shiver down Doom's back and a spark of life into Sue's heart.

A black and silver car, heavily armored and flying through the air. A giant cannon from its trunk and several smaller repulsors canons along it's side and back. And inside in the driver's seat was the man Susan Storm loved.

Peter Parker.

 **With Peter:**

I growled, "how the hell did Doom get access to a fucking army of Balurrians?!"

" _Well, since there is a Negative Zone in this world, one can assume it also has a race of Balurrians living in it,_ " Sexy reasoned.

"But how?!" I cried out, "did he like become their BFF's while he was trapped there?" I pressed the canons and fired another dozen of them out of the sky. "I hate these wookie rejects!"

Soon all the Balurrians in the area were circling in around my position. I hit the steering wheel hard, causing the car to spin quickly, sending out repulsor blasts out in quick successions. I managed to clear a route to the streets, immediately I bought the car down and hit the road.

I spotted a giant green portal forming in the football field in the middle of town, I'm assuming that's where I had to go. I could fly, but it would take away a lot of energy to maintain that elevation, now however I could direct 98% of my total energy into the canons.

"Prepare Angle lock-on system," I called out, suddenly the HUD on the my helmet displayed a 3D landscape of 90 feet of space around me, including the Balurrians who were flying right behind me.

"Lock on," I took out a keyboard from the car's main dashboard and inputted the aiming preamiters, each Balurrians was taken a different flight path, I had to predict each one and allot a canon to it. Soon each flying white ape had a canon pointed at it, "fire!"

BOOM!

Ten small cannons around my car fired off a condensed stream of muon particles, puncturing the Blurriness hide and body.

Boom!

Boom!

Boom!

Forty Balurrians fell. They kept coming but my automatic weapons system was more than happy to keep mowing them down.

Beep beep!

" _Warning, energy blast incoming-_ "

The hit was so jareing my car was sent flying into the air, trunk over hood before the stabilizers kicked in and it righted itself, floating in the air.

I looked out, Doom was floating before me, his armour glowing with power as his army of Balurrians swarmed up behind him.

The car's windshield opened up and my seat unplugged itself from my suit. I walked out onto the hood of my car and stood tall and proud, the armor shining in the sunlight.

"Impressive armour," Doom looked me over, "I'm unable to scan it...what is it made off?"

"Unstable molecule fiber fused with the special secret sauce from KFC," I shrugged.

Doom scoffed, "unstable molecules...I see. Impressive, once again I'm reminded you're not as dumb as you would like people to believe."

I couldn't help chuckle, "yeah, I guess so," I looked around, "so...Balurrians huh? How did you get them to obey you?"

Doom looked startled, "how do you know of these creatures?!"

I shrugged, "I took a dimensional picnic to another world. So? I answered your question, will you answer mine?"

Doom scoffed, "they will do much for what they hold dear," his right hand moved behind his body, he didn't want me to notice, but I did. A rock...a yellow glowing rock...no way.

"You got your hands on an infinity stone?" I gasped.

Doom looked startled, "what?! How do you know of the stones?!"

"I know a lot Doom," I began to think, blue is space, red is reality, green is time, purple is power, yellow is mind or that must mean… "the mind stone...no wonder they all obey you."

Doom growled, "Balurrians! Attack!" he held the stone up and immediately they all cried out in pain before charging forward. I see, so the stone did control their minds, how did he even get it? Isn't it supposed to be in Loki's scepter? With HYDRA?!

Pew! Pew! Pew!

My car began unloading into them, the Balurrians falling before they even came close. And then Doom struck. He threw his arms forward, sending an EMP flying right at me. I leaped away, my car swirling to the right, just in time to avoid it.

The back of my costume began to shift, creating a small backhold with thrusters on it. Immediately it clicked on and I took off into the sky, flying into the sky.

"Interesting," Doom sent a blast of energy, which I swirled and voided, "you're armour is impressie, nanoweave technology applied with...magic?!"

"Yup!" I cried out as I tackled into a Balurrian and threw him into another. I then jumped away, just as Doom formed a magical circle and sent a blast of energy at me.

"How?! How is this possible?!" Doom cried out.

"The same way you learnt magic Doom, through hard work!" I hissed as I raised my palms and sent out repulsor blast.

Doom immediately formed a shield of magic to protect himself, but the force of my improved repulsors pushed him back far, forcing Doom to land on the roof of a tall building.

I quickly followed him, the Balurrians tried to follow, but luckily for me, Doc had my back. " _Enemies targeted,_ " his robotic voice came, the Balurrians turned and gasped, seeing all the canon on the car pointed right at them.

BOOM!

I landed before Doom, the both of us ignoring the cries of pain from the Balurrians slowly falling down from the sky.

And then, we attacked. I released my Unibeam, Doom did the same with blats of magic.

 **BOOM!**

The entire building's roof collapsed form the feedback of the attack. The ground below our feet gave out as we flew down several stories. I jumped between the rubble, using it as a jumping points to leap towards Doom.

"Die Spider!" Doom cried out as he constantly sent out blasts of magic that I barely managed to avoid.

I quickly shot out a web line and grabbed a falling chunks of rock and swung it sideways at Doom. Seeing the ht coming the villain blasted it away before sending large waves of energy at me.

It circles around my body like a bunch of chains, tightening around me to fix my arms to my body. But I wasn't really worried.

Out of my backplate a large silver arm popped out and fired off a web line, allowing me to safely swing down to the floor below that hadn't gotten caved in from mine and Doom's attack

Doom floated down slowly, his cape billowing in the wind. I looked down and was surprised, "the bands of Crimson Bands of Cyttorak? Impressive."

Doom grew tense as he raised his right hand and snapped his fingers, " _delusion._ "

A shimmer of green covered his body as he vanished into thin air. But I knew he was here….I knew, because I could see him coming right for me.

I ducked and dogged, avoiding the invisible strikes. "That won't work Doom," I told him, "it's pointless," I leaped into the air and swung my free legs at his helmet, the man managed to avoid by the skin of his teeth.

He took to the sky once again, I choose to remain grounded. He dropped the invisibility spell and hissed, "how?"

"Simple," I replied tapping the lens, "I can detect trans dimensional energies. It's not much, but it's the one thing I have learnt technology can do when it comes to understanding magic."

"I see...you have come far in your goal for vengeance Spider...I applaud you," Doom growled, "but now...this is where you end," he snapped his fingers and suddenly the entire sky began to go green.

"Witness the genius of Doctor Doom! Witness the power I discovered during my incarceration in that horrid world! The power of destiny!"

 **KAKOOM!**

Lighting came down, suddenly the building's window were blasted open as Balurrians came flying in surrounding us.

"You may have shown your strength Spider, but in your rash choice you failed to save what was really important! And because of your stupidity, I Doom shall rule the world!" Doom cackled, throwing his arms wide apart.

"DOOM! DOOM! DOOM!" the Balurrians cried out, raising their mighty fists in barely held excitement.

The sound of victory were ecstatic, the entire town rumbled with power coursing through. And then, something cut through the cries of 'Doom', a single loud voice.

"Wahahaha!" I cried out throwing my head back and laughing as hard as I could. Balurrians were stunned, slowly they acquitted themselves as they watched me half harder and harder.

"What I the meaning of this?!" Doom hissed.

"Please-please, don't stop! Wahaha!" I stomped my feet on the ground repeatedly, "this is too much! Oh this is good!"

"What are you laughing?!" Doom cried out, "answer! Doom demands it!"

I slowly my laughter to a chuckle, "y-you want to know why?" I snorted, "simple. It's because you think I'm actually here!"

Doom blinked, "what?"

And then the armour moved, turning into a semi liquid state and slipping out of the crimson bands bdining it. Balurrians cried out in shock but could do nothing as the liquid moved towards their forced master like a liquid snake.

The black and silver material immediately bound around Doom's body, seeping into his armour's machineries and systems, slowly destroying it from the inside.

"What-is-happening?!" Doom cried out as he found parts of his armour completely seizing functions.

Slowly a blob of the liquid metallic material around him came out and took the form of my Spider-man mask. "If you still don't get it," I opened up the helmet like a face plate, revealing nothing was inside, "ta-da! You've been punked son!"

Doom's eyes widened, "what?!"

BOOM!

Another explosion, but this time, it was different. Everyone looked up at the sky and sure enough, the green hue covering it was slowly dying away, the dimensional energies reversing.

"NO!" Doom cried before turning to the 'face' sticking out of his body, "where is the real you?!"

 **With the real Peter Parker:**

I looked at the interface on Sue's pillar and released my stingers, "well, you could say I'm kind of ruining your whole evil plan," I shoved the metal claws into the machine and immediately it clicked open, releasing Sue.

I grabbed Sue, her eyes slowly coming into focus as she blinked, looking at me, "Peter?"

I grinned, "hey there Blondie, fancy meeting you here."

Sue smiled softly, I smelt joy rushing out of her, "Peter...you're here...thank God I," she looked down and lust quickly followed, "ah...you're naked."

I looked down and sure enough I was, well, I did have a pair of boxers on, but that wasn't important.

"Yup," I nodded, "I am. Had to use my armour to distract Doom, he pretty much bought it."

KAKOM!

We turned around and saw a giant blast of green energy come flying out of a building, leveling it to the ground. I reached up and touched the bluetooth headset I was wearing, causing a holographic display of my suit's HUD to appear around my face.

I winced, "Doom just blew a casket."

"That's not the only thing he's going to blow!" Johnny cried out.

Sue finally took her eyes from me and looked around, realising she wasn't the first one I had saved as Johnny, Ben and Reed stood protectively around us.

"Sue...are you alright?" Reed asked softly.

Sue nodded, "yeah...I think," she looked up and framed, "this machine, it did something to my powers."

I nodded as I helped her stand, "it's a sort of leech for dimensional energy, the kind you guys produce. Doom was siphoning ti for something, but I managed to shut it off."

" **You never cease to amaze me kid,** " Ben snorted as he smiled at the rest of them, " **I missed you guys.** "

"We missed you too big guy," Johnny grinned before looking down at Ben's robes, "also...did you become a monk or something?"

" **It's my apprentice robes wise guy,** " Ben growled.

"They suit you Ben," Sue smiled as she tried to walk forward only to stumble, I immediately caught her, "damn, I'm still a little weak."

"Guys, we need to focus up here!" Reed cried out pointing at the sky to a flying green dot surrounded by white gorillas, "Victor's coming for the machine," Reed turned to his oldest friend, "Ben, think you can break it?"

" **Hell yeah!** " Ben cracked his knuckles.

"Johnny, you need to take the flying monkeys, Sue, Peter and I will deal with Doom," Reed called out before turning to me, "think you can work without the suit?"

I snorted, "I won't have to," I raised an arm and suddenly, out of the collapsed building a blast of energy shot out as my suit came flying towards me in it's liquid metal form.

It reached us in seconds and blasted into my chest, quickly surrounding me whole and reforming into its original state.

I rotated my shoulders, " _systems working at 100% capacity_."

"Dude...make me one, please," Johnny begged.

"Focus up," Reed called as Doom hovered over us, his army surrounded the football field.

"Richards," Doom growled, "Parker...I did underestimate you both. Richards' stupidity and rash emotional choice and Parker's...deceitful nature."

I scoffed, "really? Because if you didn't like that, then you're going to hate this!" I snapped my fingers and suddenly ten black surveillance drones shimmered into existence all around us, one right before me and the FF, one near Doom's army and the rest floating far far away.

"What are these?" Doom asked.

"Surveillance drones. I had them built for...another purpose," I cleared my throat, "but, I figured now would be a great time to use them as well. They have been recording this, all of this. Our fight and you're grand scheme. And you know the best part? It's being transmitted all over the world, live streamed through several social media accounts. Meaning right now, the entire world just watched you admit trying to rule the world."

Doo scoffed, "and I should care why? What does a God have to care for ants?"

"Because right now, those ants are readying their armies and planning to aim their biggest guns at you. Because last time a mad man tried to rule the world with an army by opening a gateway to another world, they did nothing. This time, I'm sure they're eager for the chance."

And just then, a giant shadow suddenly loomed over our heads, covering the entire town. We all looked up and saw the helicarrier floating above us.

"Doom," I heard Fury's voice came out of the speaker's in the football stadium, "stop and desist with your plans for global domination, or we will be forced to stop them for you."

"You cannot do this Fury!" Doom cried out, "I am a diplomate! I have immunity!"

I could almost hear Fury smirk, "oh? Didn't you hear? Your immunity ran out two minutes ago when the emergency General Election meeting conveyed and labeled you as an enemy to humanity. Meaning-"

"-You're ass is ours!" Johnny cried out, "Flame on mother fucker!"

" **It's clobberin time!** " Ben charged into the machine, smashing through the pillars one by one.

"NO!" Doom cried out, "attack! Destroy them all!"

"Fire at will," I heard Fury's voice call as suddenly all the weapons on the helicarrier were pointed at the Balurrians.

It was outright war. The Balurrians ignored Doom's orders and instead chose to fly and attack the helicarrier. Johnny sent fireballs at the one's being slow, blowing each one out of the sky.

"No! NO!" Doom cried out as he sent a blast of energy at the helicarrier, only for it to be deflected by a repulsor blast.

Flying out of the helicarrier was a bright red and gold suit, it quickly fired off dozens of rockets, blowing up the Balurrians that tried to attack the ship.

"Sorry I'm late, had to put the kid to sleep," Tony's voice called out into my helmet.

I grinned, "better late than never."

"Doom!" Reed called out as he enlarged his hand and grabbed the first pillar Ben had broken.

"What do you want Rich-" Doom turned just in time to see Reed swing it at him. Doom flew away, but just then something hit him in the gut lining him to the ground.

I turned to Sue, "did you do that?"

"Yes," Sue grunted in pain, "sorry, I can't do much more."

"It's fine Sue," Reed spoke, "Peter...stay with her...I need to finish this."

I wanted to object but the pain and hate in his eyes...I knew the guilt he was feeling inside was eating him up. Besides...I already got my revenge, the world knew Doom for what he really is, a monster. It's Reed's turn.

"Go get him," I told the man. He nodded and walked to Doom, the man slowly getting on his feet.

"You are a fool Richard," Doom grunted holding his gut in pain. The metal plates broke off to reveal the circuit underneath, Sue's attack really hurt him that's for sure, "a moronic fool. Nothing you do is off consequence."

"You're right...I am a fool," Reed nodded, "but...if I stop you...then that's more than enough for me," he charged ahead.

Doom constable fired bolts of energy and Reed dodge them all, using his flexibility as a means to doge the beams and get in close.

"You destroyed my home!" Reed socked him across the face, "you hurt the ones I cared for!" He punched Doom in the gut, sending him flying up. Reed threw his hand forward and grabbed Doom's leg and whipped him into the ground, "you tried to kill this world Victor! Why?! Why did you do all of this?!"

Doom slowly rose from the ground, his face plate cracked, he held his left arm, it was broken, twisted the wrong way.

"Because you left me there to die," he raised his right hand, the stone on his finger glowing, "no more! Doom will still rule!" He held up the gem in his hand, "I call forth the powers that be! Rip into the flesh of my enemies, and in turn I will-"

BOOM!

The ciant circular machine Doom used came flying through the air like a discuss and crashed into Doom.

" **I'm sorry, were you saying something?** " Ben asked he and Johnny stood on either side of Reed.

Sue and I joined them, the five of us glaring him down as he pulled himself out of the wreckage. He was about to speak when suddenly a wave of energy passed through us.

Doom looked down, "no!" the stone was cracked, huh, so I guess it wasn't an infinity stone. But then what? I activated Web Vision and looked, and sure enough, I saw dimensional energy, similar to the kind around the portal and the monkey's Doom had summoned. Had he created some sort of proto-mind stone?

"You fools! Do you have any idea what you have done?!"

"If it gets you in trouble? I don't care," Johnny growled.

"NO!" Doom yelled as suddenly the stone in his hand exploded, taking his entire arm with it.

BOOM!

Doom was on his knees, his right arm up to his elbow had been blown off. He sat there in pain and suddenly a giant portal opened up behind him.

Doom turned slowly, "no, no, no!" he stumbled onto his feet and tired to run. Out of the portal giant green tentacles came rushing out and grabbed him, binding him and lifting him into the air.

"NO! STAY AWAY! NO!" he cried out, terror striking his heart, fear leaking out of him like water from a stream. He blasted the tentacles with magic, but they just kept coming back.

"Should we do something?" Johnny asked.

"No," Sue hissed, "he deserves this."

I looked at Reed, the man's eyes narrowed, not in anger, no, in worry. "No," Reed spoke, "no one deserve this."

" **Stretch he tried to kill us!** " Ben argued.

"Which is exactly why he should stay here, where he'll answer for his crimes," without another word Reid stretched forward, lunging after Victor.

Doom was slowly being dragged into the portal, his arms failing about for help. Reed reached out and grabbed him, pulling with all his might.

"Richards?!" Doom gasped in shock.

"You're not getting off that easy Victor!" Reed cried out as he pulled him away. But it was failing the tentacles were too strong.

"Leave him Reed!" I cried out, "he's not worth it!"

"You should listen to the boy Richard," Doom growled as suddenly reached up and grabbed the side of Reed's face with his remaining hand, "I would rather die than owe you my life."

KRACK!

Reed was sent flying back. "Reed!" Johnny flew up and caught him, the right half of his face smoking.

"DOOM!" I roared, turning to the man, but it was too late. Without Reed there to pull him away, the tentacles won, pulling Doom into the portal and then sealing itself shut. Doom was gone, I cursed, it wasn't fair, even in the end when he lost, he still got the last word.

"Reed!" Sue and Ben ran to Johnny, who flew down with Reed's unconscious body before us. He laid him down and we quickly surrounded the man.

I gasped, this time, Victor didn't just leave...he left a reminder for us before he did. A reminder...to always remind us of what he did to us. To remind us how far he pushed us all.

The right half of Reed's face was burnt, like melted plastic. His hair was burnt off the side, his skin still smoking.

Sue was crying, Ben looked away in shame and Johnny was gritting his teeth. But me...I had another problem.

There was only one time Reed Richards ever got this sort of scar...and that was a very bad time. In the Ultimate universe Reed Richards had gone mad and became evil, he nearly destroyed everyone in his world, hurting Ben, Sue...everyone.

And in retaliation Johnny had burnt off a side of his face, scaring him, marking him. And now...I couldn't help wondering if my Reed Richards was on the path to become the Maker...and that scared the hell out me.

But for now...I'm more worried about making sure my friend was alright then what he might become one day in the future.

* * *

 **I like Reed, I really do, but, this one, the young one with more brains than a sense of maturity is a chemical recipe for disaster.**

 **Anyway, there we go, Doom, in all his glory. The stone he used WASN'T THE MIND STONE just something similar.**

 **Suit- you like? I figured since I can't give him Venom just yet, doesn't fit into the story, I might as well give him somethign better. Hehe. I was actually thinking about this since chapter 20, planning the suit out and laying down the foundations for it.**

 **Anyway, yes, the secret identiy thing is permanant. No take backs, no cons. sorry if you don't like it, but I refuse to remain as stagnant as other writers are, life moves on, we have to adapt as well.**


	56. Aftermath

We managed to get Reed into the Helicarrier and into the med bay. Ben Johnny and I watched as the medical doctors and Sue worked on Reed's burns, doing their best to save what they could.

I eavesdropped for a bit and heard them say they had managed to save Reed's eye, though the majority of his face was still paralyzed.

I had the suit pull my mask back revealing my real face. Usually I wouldn't ever do that but now...well, I didn't really see the point.

Johnny hanged his head in shame, "it's all my fault."

Ben and I turned to him. " **Kid, how the hell is this your fault**?" Ben asked.

"I...I should have stopped Reed," Johnny locked away, "or I should have been the one to try and help Doom. If it was me-"

"Then Doom would have blasted your face off," I hissed, "the only reason Reed survived is because of his elasticity saved him from the blast, though not the heat."

They were silent once again, our eyes went to Reed's unconscious body and Sue working tirelessly over it.

I heard footsteps slowly approach, I turned to see Fury and Tony standing outside the medbay doors. Tony wore a nice looking beige suit with a purple undershirt and Fury had his ushal black trench coat on. They nodded me over and I sighed.

"I'll be right outside," I told Ben and Johnny as I walked out and met the two men, "it's nice to see you again Tony," I told him as I shut the door behind me, "how have you and Riri been?"

"Eh, I can't complain," Tony shrugged, "having a daughter isn't all that easy but...well, she's my kid. Sometimes she's impossible," Tony sighed as he rubbed her eyes, "you know she wants to become a superhero?"

I raised an eyebrow, "oh? Really?"

"Yeah, apparently a friend gave her the idea, even gave her a name, Ironheart," Tony said glaring at me.

I smirked, "cool name."

"The last thing we need is another Stark playing hero," Fury snorted, "I can barely stand one of you."

"Yeah, but the thing is I trust Riri to be responsible a lot more than I trust Tony," I snorted.

"You know that hurt, right here," Tony tapped his chest. His smiled slowly dropped as he patted my shoulder, "how are you doing kid?"

I blinked, "what do you mean?"

"You secret identity just got exposed to the whole world," Fury spoke, "I think he's asking if you need a paper bag to breath into or something."

I sighed, running my fingers through my hair in stress, "I guess...I guess with everything that went on, I didn't really have the time to process it all. Hell...I don't even know where to start."

"I have a suggestion," Fury spoke up, "your aunt and uncle...they are onboard. Don't worry, nothing happened to them," he held out a hand to stop my question before it came out, "I got them out before anything happened. But...they are still confused. You need to talk to them Peter."

I sighed, "yeah...I suppose. Is my dad here as well?"

Fury nodded, "yes. All three of them are in a room, I can show you if you want," he motioned forward and we left.

"So, new suit?" Tony asked looking at the black and silver suit.

I nodded, "yup. I figured it was time for an upgrade anyway."

"Hm, interesting. Nano robots?" Tony asked.

I nodded, "just for the initial process. The material is actually a new invention called the Unstable Molecule Fabric. Tear proof, stretches to any degree, fireproof. Basically anything you do to it it will retain its shape and form."

"Impressive," Fury noted, "is it also bullet proof?"

"Usually no, but my suit is," I tapped the armour, "but if need be it can change its structure to make it bullet proof."

"How so?" Tony asked.

"Well," I taped my belt buckle causing a soft beep to ring out, "scan and replicate."

" _Scan complete,_ " came Sexy's almost immediate reply from my suit, " _what shall I save the design as?_ "

"Tony Stark's suit," I replied, "activate the new saved suit design."

" _Understood,_ " Sexy replied as suddenly the shimmered and transformed. Tony and Fury were surprised as instead of my costume I now stood in a suit similar to Tony's, except it was tailor made for me.

"How do I look?" I asked as I checked out the suit's, "hm, comfy. I think I'm going to keep this one. Sexy, give it a 5 out of 5 would you?"

" _Yes Peter._ "

Tony reached out and touched the fabric, his eyes widening, "it feels like real fabric, but it isn't is it?"

I shock my head, "no. You see the property of the unstable molecule fabric is just that, unstable. Meaning it's form can change, like memory fabric. It's entire structure is controlled by my AI, meaning I can change it to any form I wish."

Tony's eyes went wide, "does that mean it can also turn metallic?"

"It can yes, but I would need the specs first," I patted the belt buckle, "the system's still new. All I have stored is your suit, my Black Spider armour and the classic armour setting," I snapped my fingers and immediately my suit changed into my black and red armour, complete with metal helmet.

"Amazing," Tony whirled, "a self changing fabric that can even turn into metal...this could remove the need for clothes, you do know that right?"

"Set into suit mode," I spoke as the costume changed, putting me back into Tony's Suit, "yeah, I do. Why do you think it took so long for me to finish this? It's a very important product after all."

"How much for a dozen of them?" Fury asked.

I hummed, "well how much are you willing to pay?"

"How much did it cost to research?"

"Half a billion dollars," I shrugged.

Fury's one visible eye widened, "I know army suppliers that charge twice as much for a project. I'm surprised you managed to create something so revolutionary with such a cheap cost."

"That's because Peter worked smarter, not harder," Tony smirked, "hey kid, now that you're whole secret is out, you want to maybe hang out with me and Banner? I mean, the Baxter building was burnt las I saw."

I chuckled, "thanks for the offer Tony, but no. We can rebuild the Baxter tower...as long as there is a Fantastic Four, there will be a Baxter foundation. But..." I sighed, "damn it, I don't know what to do."

"Well, when it comes to things like this I always find taking things one step at a time helps," Fury said as he opened the door to a meeting room and inside was May, Ben and Richard, all gathered around a table.

"Peter!" May cried out as she jumped out of her set and rushed me, grabbing me in a hug, I could hear her tears clearly, "oh thank God. Thank god."

I sighed and slowly hugged her back, squeezing tightly, "it's alright Aunt May, I'm alright."

And then, she pulled back and slapped me, hard.

I blinked, it stung, but the shock what just happened impacted me more. I slowly touched my red throbbing cheek and blinked, "what?"

"You foolish child!" May cried out, "all this time! All this time! What were you thinking?! What did you do?! All those late nights! All that time, you were risking your life! What if something had happened to you?! What would your uncle and I do?! Did you even think for one second?! Did you?!"

"May, that's enough," Ben called out, stopping the woman.

"What do you mean?! Ben! He's-he's-"

"A hero," Ben completed, his eyes looking hurt, but understanding, "and he saved lives...many many lives."

"By risking his own?! He's our child Ben! How can you even think about anything else?! H-how-"

"-With great power, comes great responsibility," Richard spoke up, gaining everyone's attention. He stood up and walked over, "Peter did what he thought was right...what he believed was right...and he did a damn good job at it."

May glared at Richard, "did you know?"

The man looked at her and nodded, "yes...I did."

"And you let him continue?! What if something had happened to him?! What if-"

"If I may interfere for one moment," Tony spoke up, "ma'am, might say something? You're nephew is one of the greatest heroes I have ever met...and I am including Captain America on that list."

I blinked, immediately Tony had everyone's attention and he took full advantage of that.

"When the Chitauri came...Loki had broken us. He had divided us and we were all each other's throats. But then...your nephew came into the picture. He talked us down, he told us to pull our heads out of our collective asses and get to work saving the day. His actions that day saved thousands, if not millions of lives. And the fact that a fifteen year old had more sense that five grown adults….well, I don't have to tell you how amazing that is."

May and Ben turned to me, they looked down and I think it was at that moment they realised that all those things they heard Spider-man do, was actually me. I saw Ben smiled softly, but May just grew horrified.

She walked out, not sparing me a second look. "May!" Ben yelled, quickly following his wife. He turned around and looked at me, "I...I'll try and talk to her."

He soon left, leaving me and Richard with Tony and Fury. I sighed and turned to Fury, "so...what's going to happen now?"

The man sighed, "kid...I honestly don't know," he turned on the television in the room displaying CNN.

" _We currently don't have any word as to what the UN is going to do now that Victor Von Doom has been...exiled into another world. But it is being reported that the UN's verdict still stands, Doom's status as an enemy to humanity will not be revoked. The overwhelming video evidence streamlined onto the web thanks to Spider-man has turned many people against the Dictator, some even question if actions need to be taken against Latveria, since they may hold hostile intentions against the Western world._ "

I sighed, "don't bring that country into this, for all the wrong Doom did he was actually an effective ruler...kind of," I shrugged.

"Well that's isn't for us to decide anyway," Fury replied as the news changed to a picture of me and Spider-man, the anchor now talking about the implications of my secret identity getting out.

Fury turned to me, "you going to be okay kid?"

I nodded, "I suppose...but, what's going to happen now? For the first time…I'm totally lost."

"Whatever does happen, we can face it together," Richard placed an arm around me and squeezed gently.

I looked at him, "you're taking this surprisingly well."

Richard sighed, "you're stubborn, just like your mother. I highly doubt something like this would change your mind...besides," he snorted, "it's not like I can ask you to give up the suit, especially when you just saved the world for what...the third time?"

Tony laughed, "that we know off."

"I'll organize a press meet," Fury said as he took out his phone, "he's a public figure now and someone of note. The entire world is going to be watching him...Stark, think you can give him a crash course on being a celebrity?"

"Don't worry one eyed wonder, I got this," Tony grinned.

"I don't really think Tony's the best man for this," I groaned.

"Well too bad," Tony snorted, "because unless you have Jay-Z on your speed dial I'm all you have. Now, the first thing you have to know is that cameras are everywhere, and that you're going to have to get used to them."

I sighed, "fine..." I looked over, fury was about to leave when I called him out, "Fury...wait."

He turne, "what kid?"

I narrowed my eyes, "what did Doom do to get pardoned? What project did he help you out with?"

Tony and Fury shared a look, Tony raised an eyebrow, "yes Fury, I think we would both like to know that."

"It's not important Stark," Fury glared back.

"No, I think it is," Tony argued back, "it's because of you're damn deal with Doom that he was given enough wiggle room to do this to Peter. So this is on your head."

"I didn't decide to do this Stark!" Fury slammed his fist into the table, "I was against this whole thing! I may be the director of SHIELD, but that doesn't mean I don't answer to a higher power!"

"The council choose to pardon Doom?" I asked.

Fury sighed before nodding, "yes, they did."

I narrowed my eyes, "why?"

"It's...classified," Fury signed, Tony was about to yell again but fury held up a hand stopping him before he could start, "but...I can tell you that it's something that will help protect us...to make sure the next time alien come knocking, we can knock right back."

And without another word Fury walked right out the door. I turned to Tony, "I don't like the sound of that."

The man looked concerned as he nodded, "yeah...neither do I."

"Could you try and figure out what he's planning?" I asked him in a whisper.

"You want me to hack into Fury's personal computer onboard this ship and invade his privacy?" Tony gasped. I raised a questioning eyebrow and he smirked, "yeah fine, consider it done."

I chuckled, "great...let me know what you find, okay?"

"Deal. But for now let's focus on you. Now, the first thing you have to understand is that people expect you to act a certain way, and if you don't, that'll draw unneeded attention to yourself. If that was your intention, good job, if not, then don't do it…."

As Tony continued to talk I did pay attention to him. Though in the back of my mind I was wondering just what Fury was talking about. What could it be? What did Doom help SHIELD make?

Ultron? No….no that would be a chilling thought. Maybe it was that project with the three helicarriers in Winter Soldier...yes. That could be it.

But I can't be sure because as off right now canon has been thrown out the window. I can't assume anything, so I'll just have to keep an eye out and my ear to the ground.

 **An hour later:**

After Tony's half hour speech I was dismissed, Richard went to talk to Ben and May while Fury organized an official press meet. I apparently am going to be a celebrity now, joy.

I visited Reed in the medbay, by now the surgery was over and the recovery process had began. He was unconscious still, the nurse there told me he wouldn't wake up for some time.

I watched over him for a moment before leaving, the FF had been moved elsewhere to get some rest. I found the room easy enough and walked in, Johnny and Ben stood over Sue who was on the bed resting, looking exhausted from her time treating Reed.

"There you are Pete, I've been looking all over for you!" Johnny cried out, "dude, this place blows! They don't have anything to eat! All they have is like military rations and shit!"

" **That's because it's a military ship Johnny,** " Ben rolled his eyes before turning to us, " **you talk with you uncle and aunt?** "

I sighed, "yeah...it didn't go so well."

" **You sound exhausted kid.** "

I shrugged, "a little sleepy, but I'll manage….though I am hungry."

Johnny scoffed, "good luck on that front."

I snorted, I then finally noticed Ben still in his robes the same kind I remembered Strange where in Kamar Taj, "they suit you Ben."

Ben looked down, " **oh these? Ha-ha, yeah, I guess. Strange thinks it brings out my eyes.** "

I raised an eyebrow, "Doctor Stephen Strange?"

" **Ah yeah, why? Do you know him?** "

I nodded, "in the other world I visited, he was the man who taught me magic. My master and guide."

Ben's eyes widened, " **woah, are you serious? I didn't realise...to be honest, he's kind of a dick.** "

I chuckled, "don't worry, he grows out of it…." and suddenly a question came to my mind, one that didn't let go once it took root. I sighed, "Ben...by any chance did you happened to also see a girl there?"

"A girl?" Sue asked quickly, glaring at me.

I nodded, "yeah...she's around my age, blonde hair, blue eyes. Tends to stutter a lot and-"

" **-you mean Tandy?** " Ben asked.

I blinked, "ah, yeah. Do you know her?"

Ben nodded, " **yeah. She's kind of the Ancient One's personal student. She, Strange and I actually talk a lot, since we're all from New York. How did you know her Pete?** "

I looked down, "she's my friend...is she being treated well?"

Ben shrugged, " **well yes. She's actually struggling a little with controlling her powers but Strange and I help her when we can.** "

I nodded, "that's good..."

"Who was she?" Sue asked me.

I turned to her I could see jealousy in her eyes. I smiled, "she saved my life...and I failed to save her from making a difficult choice. In the end...she did it for me..." I sighed, "what the hell am I going to do?"

"Don't' worry man," Johnny said as he sat down next to me, patting my shoulder, "we have your back. You're family after all."

Ben's nodded, " **damn straight.** "

Sue nodded, "without a doubt…" she smiled with a promise, a promise I couldn't figure out.

" **By the way kid.. I think I saw your uncle and aunt down the corridor, you might want to talk to them,** " Ben said sadly, " **they look they want to speak too you but don't have the means.** "

I sighed, "damn it," Johnny and Sue understood, so I got up and left. I walked around for a bit, I knew where she was, Sexy could tell as much by hacking into SHIELD's system. But I needed a few moments to just...collect myself.

I finally did manage to gather enough courage to enter the conference room, where I found Ben and May sitting at one end, May crying in her husband's arms.

She looked up, "Peter..."

"I-I can come back later if you want."

"No," Ben spoke, "no son...come, we need to talk."

I gulped and nodded. I walked up to them and sat down next to them. I couldn't face her, not like this. I hanged my head down and spoke, "I know you're disappointed in me...I know you're angry that I didn't tell you but I...I'm not that kind of man. When I got my powers...I didn't want to do any of this. I wanted to just...work, get some cash to pay off our loans and then help change the world by researching new cures or...something."

"Why did you change your mind?" May asked softly.

"Because...because of that day Hulk trashed Harlem," I told her, "I saw so many people hurt that day...saw them bleeding out. I knew I had to do something...so I did. I didn't actually start out thinking I would end up...well, here. I figured it would just be street crimes, gangs, thugs. Low lives, not...well, fighting an inter dimensional army of aliens. But...I knew that if I didn't do what was needed...people would die."

May was silent for a long time, she said nothing. She looked at me, her tears finally dried. "D-did you have help?"

I nodded, "sometimes...I had friends."

May looked at her husband, the man slimed, "you're certainly happy about all this."

Ben nodded, "why wouldn't I be? He grew up to be a hero...why would I ever feel anything except pride?"

May groaned, "you are both impossible! He's going out endangering his life and you're proud of that?!"

Ben nodded, "indeed I am."

"If it's any consolation, I can practically heal from any injury," I spoke up.

"Oh? Can you heal from a broken back?!" May glared.

I nodded, "ah...probably yeah."

She blinked, "are you serious?"

I nodded, "yes...very."

Ben looked at her, "see, he'll be fine."

"But Ben," May looked worried, "what if-"

"-Would you rather he not have saved all those lives?" Ben asked, "would you rather have him hide and run?"

May was quite for a moment before she spoke, "no...no I would want him to help...but not at the cost of his own life!"

"Sometimes aunt May...sometimes what I do is far more important than my life," I told her, "and sometimes I'm more than willing to die for what I have to do."

"When? When have you ever thought that would be the right thing to do?!"

"When you and uncle Ben were kidnapped by the same people that kidnapped dad," I told her.

And May was silent. She looked at Ben, the man nodded. She sighed, "so...why a spider?"

I grinned, "Batman was already taken."

It took a while, but May eventually grew to understand why I did what I did. She didn't like it, but she understood. And for now that was enough.

Eventually Fury came and called me out, apparently we had reached New York. My family and the FF were guided by SHIELD agents while Fury, Tony and I went to the hangar bay.

Tony smiled, "you ready?"

I took a deep breath and let it out, the stress and pressure of having my secret exposed like a nerve let up. I could feel...acceptance, May and Ben were proud of me...they didn't hate me. I smiled and looked at Tony, "ready."

 **Avengers tower:**

We stood outside the conference hall in the Avengers tower, the inside was filled with murmurs and people, reporters.

"How are you going to handle this?" Tony asked, "do you want me to be your mouthpiece?"

I shook my head, "no...it's time I face the music."

We moved, pushing the doors open. The moment the doors opened up cameras started flashing. The entire room was filled with reporters, almost at once they began yelling out questions.

"Mr. Parker! When you did start your career as a superhero?!"

"Mr. Parker! Is it true you were only fifteen when you joined the Avengers?!"

"Mr. Parker-"

"Mr. Parker-"

Tony motioned me forward to the podium on the stage, he whispered, 'good luck kid' and smiled as he took a step back and stood in the background.

I sighed and took center stage. I was quite waiting for them to settle down and as the professionals they were they did, eventually.

I cleared my throat, "ladies and gentlemen… my name is Peter Parker, and I am Spider-man. I now am open to questions."

"Mr. Parker!"

"Mr. Parker!"

"Mr. Parker!"

 **After the meet:**

Tony, and I stepped into the elevator. The doors closed and I sighed, rubbing my temples, "that was...difficult."

"No one told you to keep taking questions for an hour straight," Tony snorted.

I shrugged, "they had important questions."

"I hardly think, 'are you single', is an important question," Tony snorted. The doors opened to the main lounge as we walked out, "and remember, you're a celebrity now. Spider-man more so, and there is one thing that is always surrounding celebrities."

"And that is?"

"Paperatzy," Tony explained as he walked over to his bar and poured himself a drink, "you need to learn how to deal with them. Remember, no violence….oh and if you do end up breaking their stuff make sure you replace them before they sue you."

"I see," I groaned as I sat down on the couch, Tony sitting next to me, "but what about my aunt and uncle. I mean...I can't risk them...if anyone even thinks that's not the case…."

"Fury already has them in Witness Protection...they'll be safe. Away from you...but safe," Tony said as he sipped his drink.

"I can't live at home," I grumbled, "I….I'll have to hide. Damn it."

"Kid, you saved the world over three times and you're a superhero, I'm sure you're responsible enough to live on your own," Tony scoffed, "so relax, you saved the world Peter. You deserve to relax a little. To Spider-man," he raised his glass high, "the hero of the world."

I blushed a little, "thanks Tony...for everything."

He shook his head, "trust me kid...the hard part begins now..."

 **That night:**

I stood outside my house, standing by the porch while Ben and May directed the moving company SHIELD had hired to help them move. They were almost done packing, they began early this afternoon right before my big speech at Avengers tower, they were almost done now.

I leaned back and watched numbly as they packed everything away. Everything that May and Ben Parker owned was in that truck. Richard seemed to feel my...anxiety, he touched my shoulder loving and squeezed, not saying a word as he did.

"The last of the furniture and clothing have been packed away," the on field SHIELD agent informed us as she held a pad of all the things that needed to be shipped out of my home.

"Right...could you give us a moment?" Richard asked. I was silent for the whole night, quite, unsure off what exactly I should say.

After all, what can you say when your aunt and uncle have to move halfway across the country, and it's all your fault?

May and Ben approached, the woman smiled at me, wrapped in a heavy coat and rubbing her hands, "gosh it's cold tonight, how do you manage Peter? Do your powers help you stay warm?"

I looked at her and smiled sadly, "actually, it's the suit," I pulled on the black hoodie my suit looked similar to, "it's regulates my body temperature...helps me stay warm or cool in extreme conditions."

Ben whistled, "amazing champ, that's one hell of a suit you made. Is this what you were always going on about?"

I nodded, "yeah..." silence reigned, we looked at each other, I for one was unsure what to say...well, except this, "I'm sorry."

May smiled sadly, "Peter-"

"-No aunt May...I know you don't blame me but...it's my fault," I looked down, shame, "I put you in danger and because of me….you have to move."

"Peter….Peter look at me," she cupped my chin and lifted my head, forcing me to look into her eyes, "Peter...I know it took me a while, but I finally understand. I do. Spider-man… he is a hero, and I am proud to know that the boy I raised is that hero. You did a great thing...I-I can't say I like it, but I can't deny that the world is better off with you in it as Spider-man. We may have to hide now, but...I don't blame you Peter. I never will."

"Besides, we were talking about moving from Queens anyway," Ben added as he approached his wife and put an arm around her, "the city has become noisy. You might be there to save it, but that doesn't change the fact that it's no place for old people."

"Do you know where you're going to be staying?" Richard asked.

"Somewhere in Washington state," Ben said with a smile, "a small town up North and to the West, it's called Port Townsend. Supposed to be a quite enough place for us to live in."

"I'll visit," I told them immediately, "no matter what, I'll try to visit at least once a month."

"Peter," Ben hugged me, his arms wrapped around me like a loving blanket as I slowly hugged him back, "take care of yourself first kiddo...then you can worry about us, understood?"

I slowly pulled back and nodded, "yeah...I do."

Ben nodded, "good. And remember...with great power-"

"-Comes great responsibility," May, Richard and I said as one, a small chuckle escaping our lips.

Ben and May said their goodbyes and got into the moving truck. They would go to the airport where SHIELD would have a private plane waiting to transport them and their cargo.

Richard and I waved them goodbye as we stood on the porch and watched them drive away. I had Tony hack into SHIELD and destroy all reference of where May and Ben were being transferred, HYDRA still controlled SHIELD, so I'm not going to let them even get a shred of info about my family.

I knew it was needed but...damn it all to hell. Damn Doom. The first time he nearly killed me and costed me my Kitten, and now, he was in a world similar to hell, and yet he's still able to take away what I value most from me. Damn Doom.

Richard and I walked back inside, the living room was now empty, so was the dining room and some of the kitchen. When I said they took everything they own I meant it. The only things left intact in this house was the furniture in Richard's room and mine along with a few random items here and there.

"We'll need to move," Richard whispered, "maybe somewhere in the city."

"No," I shook my head, "it's too dangerous for you to stay with me. The only reason you're not going with Ben and May is because Fury promised to keep you safe."

The man looked hurt, "Peter...then where will you stay?"

"Sue called an hour ago," I replied, "she offered me a spare room in the Baxter building, I'll stay there for tonight. Are you going to stay here tonight? If you want you can come with me."

"No, it's fine, Fury called me in, I am running damage control, I need to figure out where and how Doom got that picture of you," Richard said, his fatherly side rearing its head in defense of me.

I nodded, "alright...so...call me if you find someplace to stay at...I'll probably swing by and say hi or something..."

"Peter," Richard said stopping me, I turned around and looked at him, "May and Ben might be gone...but we're still a family son."

"Dad...how can we be a family when you hate what I am?" I shook my head, "you never wanted me to be Spider-man, but that's just who I am. How-"

"-I...I don't know," he cut in, "I can't stand the thought of you in danger but...I'm proud of you son.."

I smiled at him, "thanks...dad."

Richard smiled, "yeah...sure. From now on, if you need me I'll be there, I promise."

I smiled, "thanks...dad," I turned and walked away. We went our separate ways, Richard yawned loudly, he was tired. But me? Well, I was superhuman, I didn't need much sleep. And now that Richard gave that fancy little pep talk, I think I might as well go and try to do some good.

I packed a bag and left a note on the table telling him I was going to get some work done. I got into my car and drove out into the city, the roads were filled, but not yet to the limit that I couldn't even drive. City that never sleeps indeed.

I pulled into the Baxter building and got into the elevator, climbing up to the top floor which was still broken apart to the pieces. We were going to have to rebuild everything. Again.

I got flashbacks to that horrible time so many months ago when Doom first destroyed me. I'm glad he's gone, the less people he can hurt the better.

I walked into the living room and sure enough Sue was there, still very much awake.

I blinked, "Sue? What are you doing up so late?"

The woman was a bit startled as she jumped a little in surprise before turning around and smiling, "oh, thank God Peter, hehe, sorry, just been a little on edge."

"Yeah, I can tell," I chuckled as I approached her, grabbing an apple from the fruit basket in the middle of the table, "so, can't sleep?"

"I'm fine," she shook her head, "don't worry."

"Hm...where's Ben and Johnny?" I asked.

"Ben left to Kamar-Taj again, he said he could come by tomorrow to help us clean up, get a leave of absence from the Ancient One and Johnny...he said he couldn't sleep in this place, decided to spend the night at Liz's."

I chuckled, "bold. I hope her dad doesn't find out, because I know for a fact that man has a shotgun."

"Oh? And how is that?"

"He thought I was a potential boyfriend, so the second time we meet he threatened me with it."

Sue threw back her head and laughed, "I wondered how he reacted when he found out he threatened Spider-man," we chuckled softly, but slowly the laughter and mirth died away. I bite into my apapel and ate in silence, She groaned, noticing my mood.

"Peter...what's wrong?" she asked.

"I-I….May and Ben just finished packing and leaving," I admitted as I sighed, "Fury got them into a witness protection program, because of what happened."

Sue's eyes widened, realising immediately what had happened. She lowered her head in shame, "I'm sorry," Sue said, her voice sounding strained, I saw her eyes tear up, "I'm so sorry."

"Hey now don't say that," I walked to her side and put a gentle arm on hers, squeezing it tight, "listen, this was bound to happen one day, I personally figured it would have happened in a few years but...this isn't your fault Sue. You know that right?"

"Peter, if I hadn't offered you a job with us...all of this, Doom, the portals...none of this would have happened to you. You would have gotten a chance to be a normal sixteen year old boy."

"And?" I scoffed, "do you think I would have stopped being Spider-man?" Sue remained silent, "well? Do you?"

"No…"

"Exactly. You helped me, all of you did. You made me a better hero, you were there for me, you all helped me improve in ways I never thought possible. Making me...more."

Sue looked up, finally meeting my eyes, "but we're the reason Doom targeted you. If only I had the strength too..."

I reached up and cupped her cheek, "listen Sue," her tears threatened to fall, but she maintained eye contact, "you guys are the best thing that ever happened to me. Johnny is...probably the closest thing I'll ever have to best friend, Ben's the kindest guy I have ever met and even though I tend to piss Reed off sometimes, he's someone I care about."

"A-and me?" Sue asked.

I grinned, "you're my favorite one of them all Sue. You're the reason I'm even alive. If you hadn't saved me with Logan's blood after Doom almost killed me then...well, I wouldn't be here now would I?"

She looked at me for a moment, and time seemed to slow down. I immediately smelt her lust roll out, warm maple syrup hit him hard. I was shocked by the rapid change, and then, she kissed me.

I felt her tongue lick my lips, seaking entrance, for a moment I was shocked, but slowly opened my lips, letting her in. She pushed me towards the kitchen counter, her legs raised and placed on top, forcing me to stay in one place as he hands reached wrapped around my neck, deepening the kiss as he pulled me closer.

My hands automatically moved to her hips, cupping her ass with one while the other moved up her body, holding her head and pulling her tighter. I heard her moan as her hands moved downwards, she began kissing my neck, biting it playfully as her digits moved to my hoodie, reaching under and feeling my skin underneath, her small digits running up sending goosebumps through my body.

And then suddenly, she pulled away. Sue looked up at me, her hair framing her face perfectly, the only thing I could see was her beautiful face looking at me in concern. "Peter..." she said my name like it was the only thing that mattered in this world.

"W-what's wrong?" I asked.

"I...I know I shouldn't do this...that it isn't right," she whispered.

I sighed, "Sue...it's...it's fine...I unders-"

"No, you don't Peter...I can't give you forever or tomorrow, but I can give you at least tonight. Just tonight, for one night...I'll let myself be weak and listen to what my heart wants, just tonight," she pulled me down and kissed me before turning around and walking away.

I was left stunned, blinking as my eyes were stuck on her swinging hips, the curves of her hips seemingly calling for my touch with every movement. She stopped at the door and turned around, a single eyebrow raised, "well? Are you coming?"

I didn't say a word, I followed her as we went to her room, something I had never done before in all my time here. I didn't have time to observe it as she pushed me down onto the bed and reached for her uniform's zipper, slowly and seductively pulling it down, stripping for me.

She pulled the full body suit away, the darkness of the room hiding parts of her form. She pulled the suit down and suddenly her body shimmered, vanishing from my sight.

I blinked in confusion before channeling magic into my eyes and activating my Web Vision, seeing her golden aura still present before me.

She slowly put her hands behind her back, with a flick she removed her bra. She brought it to the side, I watched as suddenly a sky blue bra appeared in thin air before falling to the ground.

I saw her silhouette wiggle her behind as she pulled down her underwear, she then kicked it at me, covering my eyes.

The smell of her core hit me first, it called to me, awakened a part of myself that I had met once more, the part that demanded I take what was offered and do whatever I wanted.

I reached up and pulled the underwear down, removing them from my face, allowing me to see a now visible and fully nude Susan Storm, standing before me with a hand on her hips and a another running up from the patch of blonde hair down below to her firm tits.

"Well...are you just going to sit there?" she asked.

I threw her panties away, without moving I sent a mental command, causing my entire suit to pull away and fold itself neatly on the floor, leaving me nude on her bed.

Sue's eyes immediately dropped down, widening as she saw what her perfect body did to me. My member grew harder and harder, standing up like a tower, the Invisible Woman smiled, "is that for me Peter?"

I reached out with my minot telekinetic abilities and pulled her, she yelped in laughter as I pulled her onto the bed, her legs immediately going around my hips as her groin rested against my rock hard cock.

She was soaking wet, she shuddered as her arms came on my shoulder as she slowly began to move up and down, grinding her sensitive clit along my length.

"Sue," I growled, my patients slowly slipping as I grabbed her ass checks with my hand, they forms nearly spilling out of my palms as I pulled them up and lowered them by a centimeter, allowing just my tip to stay in the beginning of her lips, holding it in place as her juices began running down.

"Peter," she whispered, leaning forward and shivering with excitement, "just do it."

I reached over and bite her neck, making her gasp as I pulled her down. She moaned into my ear as I felt myself fill her. And then, the moans turned to silent as she began to shiver, the deeper I went, the more she shook. Until finally, I sheathed myself whole inside of her.

She pushed me down on the bed. I watched as Sue began to slowly ride me, going faster and faster, her tits bouncing, her cries muffled. She set the pace, but after a while, I began to grow annoyed.

I grabbed her arms and pulled out, keeping her cunt right over head, she looked confused, "Peter, what-"

Smack!

In one swift movement I plunged fully into her core, Sue threw her head back and cried out in shock and pleasure as I began to take over, the woman bouncing harder and harder as I kept going, fucking the cunt I wanted for so long.

She cried out into the night, if anyone else was here in the building, they might have heard. But there was no one, so we didn't have to be quite. No, we could be as loud as we wanted, and I could be as demanding as I wanted.

We changed forms every ten minutes, the woman's cry's of joy every time I plunged into her made me all the more determined to make the next one even louder.

I had her in the missionary position when she climaxed, wrapping her legs around me and my arms around my head, clutching me tightly as her legs shivermed from the act.

"I'm coming," I whispered into her ear.

"Outside, please," she whispered back as she let go.

I stood up straight and pulled out, her juices covering me wholes, lubricating it well enough that I could see light reflecting off of its length. I ran the underside of my cock over her core and grunted as I felt sweet release finally come.

Sue looked down in curiosity, and she got a surprise for that act. Ropes of cum shot out, covering her entire body in a straight line, covering her tits before reaching her face, straling the woman.

I painted when I was done, signing in sweet relief. I looked down and saw Sue wipe the cum covering her face off and hold it up in the air. She looked curious, I watched as she slowly stuck her tongue out as a few drops entered her mouth.

She gulped once and then began licking her fingers clean. Immediately I felt my body grow bold once more, I felt my vigor renewed as I grabbed my already hardening lenght with one hand and smacked her cunt's lenght with it.

Sue's eyes blinked in surprise as she looked down, her eyes was filled with surprise before suddenly they shot open in shock as I sheathed myself inside her, hitting her cervix as her entire body shivered.

"A-again?" she gasped out.

I smiled as I leaned forward, nearly my entire shaft was inside her now, "one night remember? Just one...I'm going to make it a night to remember."

She smiled, suddenly pushing me to the side as she got on top, straddling me. She cried out into the night and I smiled, for a moment, I forgot all my pain and suffering tomorrow can wait, I'll enjoy the present for now. Until tomorrow came to ruin it all.

* * *

 **There you go, happy? Sorry again if some of you hated having a lemon drop on you, but I swore Jessica would be the only one I give warnings for, that woman is...well, you know.**

 **Anyway, there you go, Sue and Peter, finally. But, just for one night. I was sort of going for this whole, 'oh damn I regret not having him longer' type deal with Sue and Peter, thinking future wise.**

 **Anyway, if you think this was a decent enough turn of events, you haven't seen anything yet. Next stop, (SPOILER), huh? WHat's this? I can't tell you? Damn...oh well.**


	57. Phylum- Chordate

The sun was just rising when I woke up, yawning and stretching as I looked around, rubbing the sleep from my eyes to find myself in an oddly familiar room. It took me a moment to realise where I was.

I looked to my side and saw Susan resting her head on one of my arms, a large blanket covering her body's modesty as her hair danced down her body. She was finally letting it grow, I liked short hair, but she just seemed...sexier with it going long.

I wanted to say something, to whisper good morning, but before I could, she woke up, growling. She humned, her eyes flickering open as she looked up, her eyes blinking away sleep as she smiled at me, "morning Peter."

"Morning Sue," I smiled back, "did you sleep well?"

"You know we didn't do much sleeping," she smiled as she leaned forward, capturing my lips in a kiss. She moved her body on top of mine and smiled at me, "last night was..."

"Amazing?" I smirked.

"Spectacular," she whispered, kissing me again, but slowly the happiness in her eyes seemed to slip away as she looked down at me with a sad smile, "but...it was last night...and...I...I'm sorry Peter, but I can't do this...not with you."

I smiled, reaching out as I cupped her face in my hand, "I know...I promise you Sue, I've never hated being as young as I am than I do right now."

She smiled, "I know...and I'm sorry," she leaned down and kissed me again, tucking a stray strand of hair behind her ear as the sunlight danced across that golden curtain, "if you need me Peter...as a guide, a friend, a shoulder to lean on or anything...I'll be there. But I can't….I can't be anything more than that."

I sighed, "damn my luck..." I looked into her eyes, trying to memorise every single detail on her face and on her body, because I knew, just knew, that one day, I would forget it all. I sighed, "damn it all Susan Storm, why do you have to be so difficult?"

She smiled, and without a word, she leaned down again, this time though, I knew it would be the last.

Her fingers danced down my face, seemingly trying to map every line on it. Her lips soft and now familiar against mine. But just as I started to get into it, Sexy's voice came out.

" _Peter, I'm sorry to interrupt, but you're getting a call from Mr. Stark and he says it's urgent,_ " the AI stated quickly.

Sue pulled away and smiled, "duty calls."

I groaned, "can you tell him to wait? I should at least say a proper goodbye..."

" _I'm sorry Peter but-_ " her voice suddenly cut off, replaced by Tony's, "Peter! Get your ass over here now!"

"Get out of my suit's system Stark!" I yelled back.

Immediately the voice changed back to Sexy's, " _apologizes, Mr. Stark is quite...good at finding out my weak points. It won't happen again._ "

Sue chuckled as she crawled off me and plopped on the bed, "go on Peter...I'll see you later."

I sighed, with great regret I got out of Sue's bed, knowing it would probably be the last time I would ever be in it. I turned around, she smiled, and I smiled back, emptying on the inside.

I snapped my fingers and immediately my costume came alive and shot onto my body, clinging onto my form like ink before spreading and covering me wholey, suiting me up in my Black Spider costume.

I left out the window, Sue waving goodbye as she held her sheets up to cover herself. I jumped and gave a mental comand, the shield shaped silver backpack wicked alive, the thruster I had installed roared, sending me flying into the air.

The speed, the thrill of the elevation, all of it helped me to forget the pain. The pain of not being with someone I knew liked me. And the pain of all the things that happened to me the last few days. All of it just seemed to come crashing down and I...I just let the wind rush past my head to drown it all out.

I flew to the Avenger's tower and landed on the long wearly ramp Tony had as a balcony, quickly walking inside his pent house where I found him pouring over a bunch of documents on his holotable, looking at them frantically.

"Good morning Tony," I nodded to him as I walked inside, "why did you call?"

"Good morning? Why? Didn't you just reveal your secret identity to the world yesterday?" Tony asked, sparing me a glance before returning to his work.

"Just an expression man," the suit pulled away my mask revealing my face. I looked up at the documents Tony was pouring over and groaned, "hey...are these SHIELD documents?"

"Yes, the program I had installed yesterday into the main terminal finally came through, it's-" he stopped and looked at me. Perring at my face as he narrowed his eyes.

I blinked, "ah...can I help you Tony?"

He looked me over, and then, without hesitation, he said, "you had sex didn't you?"

My eyes shot open, "what?!"

"Don't' bother denying it kid, I can tell, you have that happy go lucky smirk on your face."

"I always have a happy go lucky smirk on my face!"

"The same week when you had to say goodbye to your Aunt and Uncle for possibly the rest of your life? I don't think so. Plus...you're glowing," Tony smirked, "so, who's the lucky lady?"

I sighed, "someone I won't ever be seeing again... so can it, please," I pointed to the files.

Tony chuckled, "fine, lucky dog," he pulled up the files and pushed one in particular over to me, "I thought you would want to see this."

I motioned to the hologram with my fingers and made it larger, narrowing my eyes as I recognized the document.

It was an official pardon from the President of the United States for one Walter Hardy. Felicia's father. And it was dated nearly a year ago.

I groaned, something wasn't right. Why did Fury have this? Why did SHIELD? They planned on having Walter rot for the rest of his natural life in prison. But now...why a pardon?

Something didn't add up in my head, it didn't make sense. A mystery was before me, but I didn't even understand what I was searching for.

"Where did you find this?" I asked Tony.

"In Fury's personal computer," the man replied, "it wasn't easy and took JARVIS, the most sophisticated computer AI on the planet over ten hours to do it, but I managed to crack it open."

"What else did you find?" I asked him.

"Nothing else of importance," Tony groaned, "although there is mention of some secret project here called Project Insight...which I have a vague memory of Fury telling me about."

"You don't remember?" I asked surprised.

"It was during that time when I was working myself to death right after the Battle in New York," he replied, I nodded in understanding, no wonder he didn't remember. But I did.

Project Insight, HYDRA's secret plan to destroy any and all threats to their reign. But now...hm, could this have something to do with Walter's pardon? Maybe HYDRA planned on using this to incentivise Felicia to free her father, but after she did it herself found it pointless?

But then...why did Fury have it?

I racked my brain for the longest time but I couldn't figure it out. Something was missing here...something big.

"Sexy...can you search for any reports of famous and expensive artifacts being stolen from the most dangerous and secure places in the world?"

" _Doing it now,_ " My AI replied as my mask reformed over my face, the screen serving as an augmented reality HUD displaying an image of the entire planet Earth before me as small dots came all over the place.

"Now...remove all the ones where the thieves got caught or were even identified," Felicia and Walter were too good for something like that to happen to them.

Immediately the number of red dots came down to around ten.

"Now, I want you to from a line from the oldest heist to the newest," I watched as the trail began in Rome, a bust was stole. Then England were painting vanished, to Paris, to Tokyo to half a dozen other crimes before finally stopping at Bulgaria, an Eastern European country I wasn't overly familiar with.

But, right next to it was something I knew. Sokovia. The country that was featured in Avengers 2: Age of Ultron. Which is also base to a secret HYDRA base.

I groaned, all these places...they all sounded familiar. I blinked, a sudden connection forming in my head, an odd one to be sure, but a connection.

"Sexy, do we still have a copy of all those HYDRA bases we found for Fury in Wyndham's lair?" I asked, it was a long shot, but something told me it was worth it.

" _Yes, would you like me to display them as well?_ "

I nodded and watched as the AI did just that. They were represented by dots of blue. And immediately the pattern formed. Out of the ten heists I suspected Felicia and Walter of commiting I found the six matched up exactly with the locations of the first six HYDRA bases.

They then divulged from there, but, the pattern was set. The first one didn't match up, Rome was an oddity, but the next there fit the picture.

Maybe those three places were coincidental, London, Paris and Tokyo were metropolitan cities, HYDRA would of course have a base of operations there.

But the next two, they were smaller and while still had things to steal, they weren't all that common places. Like Zimbwaya, which fit Felicia's MO, steal from the rich and corrupt. So that means, until the fifth place, they were just following this list, and then...they moved on.

They changed courses, all these bases were empty. Fury admitted as much, but maybe they found something in them? But why would she even be attempting this? Tracking down HYDRA bases? That's...that's just fuckign stupid.

"Peter," Tony said in a warning tone, "you might want to see this."

I truend of my augmented reality setting and looked at the billionaire. The man pushed another hologram at me and I read it eagerly. I looked through the files and immediately I realised what I was holding.

It was a location, just outside of Rome, the first location Felicia had stolen from. The document stated that a signal from this location had come and activated the Doom robot I had in my lab, causing it to free Doom form the Negative zone and cause the worst day of my life.

And, attached to the location was a video. A video of a person in black sneaking into my room and tampering with the Doom robot, placing something inside, I suspect he was the reason the robot even came alive.

The person wore all black and had a face mask covering his lower face. The files listed as his identity as unknown, but I knew him. I recognized him immediately, if not from his long mop like hair then from his metal arm.

Bucky Barnes. The Winter Soldier. The man enslaved by...HYDRA.

"Sexy, put the location onto the map," I said with a far away voice, my thoughts running a hundred miles per hour as I watched the map of the globe from before displayed before me. And slowly, the pin pin of a HYDRA base mixed with the red of Felicia's theft.

Six out of ten heists, six and I knew the last place she targeted had a HYDRA base too, that made seven out of the ten place Felicia Hardy is suspect to have stolen from also containing a HYDRA base.

It suddenly clicked.

My suit moved back from my face, my confused and conflicted face. Tony looked at me with curiosity, "Peter? Kid? Are you okay? What happened?"

"I...I need to sit down," I replied as I moved to the sofa and plopped on it, my eyes far off in the distant.

HYDRA was responsible for Doom. I know this now. They...they had the Winter Soldier reactivate the Doom bot and then sent a signal to activate it. They broke me and...Felicia began tracking them.

"Kid. Are you okay?" he asked again, and again, I ignored him.

How did she even know? How did she know any of this? One was a coincidence, twice a pattern, seven times is a fucking sign from God less subtle than Hulk throwing a temper tantrum!

And she was following it. The places form the Wyndham list she could have just memorized. Hell, I wouldn't' be surprised if she did. But Rome? And Sokovia? No, no way in fucking hell.

She couldn't have known about Rome, the files were in Fury's computer. It took Tony Stark ten hours to get into it and...unless...he told her.

But why? Why would he?

I gasped, surprise, shock, confusion and then anger. Pure unfiltered anger.

"Tony," I growled, turning the man who took a visible step back as I got on my feet, my suit retracting over my face, covering my entire body, "thank you, I'll talk soon."

"Why? Are you going somewhere?"

"Yeah. I'm going to fucking kill Nick Fury!"

Tony's eyes winded, "what?! Why?!"

I ignored the man, walking to the varanda, I needed answers, I demanded answers! "Peter! Peter wait! JARVIS!"

Immediately three suits of armour came out from hidden compartments all around the room, stopping me from leaving. I snarled and turned around, "Tony, don't."

"At least tell me why Pete! I deserve that!" Tony demanded.

I looked at him, I snarled as my mask retracted showing my enraged form, "Fury had something to do with Felicia leaving."

"What? Kid, what are you talking about?"

"She's been targeting HYDRA bases Tony!" I yelled as I mentally ordered Sexy to send him the data I gathered and the model globe I made, "look! Look at that and tell me that's not a fuckign pattern!"

Tony groaned as he did just that, looking the format over and slowly, his eyes began to wide, "shit. But why? Why would he do this?"

"Walter Hardy," I growled, "he's the greatest fuckign thief in the world. Able to get in anywhere...including-"

"-HYDRA bases," Tony concluded as he looked down, going over the data, "what are you going to do?"

"I'm gonna find Fury and beat him until he tells me the truth!" I roared.

"W-while I don't say he doesn't deserve it...maybe, maybe you should hold off."

"Why? Why should I do that Tony?!" I demanded.

"Because I think your ex needs your help far more than Fury," Tony said, "if she is tracking HYDRA, then it's only a matter of time before...well, something-"

I turned and dashed away, 'no! No! No! Not again! I have had it with those fuckers taking things from me!' I slipped past Tony's robots and ran out to the balcony, jumping and taking off into the sky.

I began to think, really think.

I have been patient too long. I figured I should let things run their course because I had my plate full here. But now...I realised I should have done something about this a long time ago, HYDRA is a plague, I'm so worried about changing things too much I wouldn't recognize them that I let these fuckers get away when I could have stopped them.

But now? Now after Doom revealed my identity to the world, losing everyone Peter Parker and I care for, losing so very much, I have had all I can take.

So...fuck canon, I'm making my own rules. I'm going to find HYDRA, destroy every single base they own and then burn them alive. Let's see them regrow it when they have nothing left.

I flew over to the Baxter building and landed on the veranda. I opened the door and walked in, finding Sue and Ben cleaning up the place.

The blonde noticed me first, she smiled the same smile she gave to Peter Parker, her employee, not the one she had this morning. I knew then, what we had was gone, but...I still needed to talk to her.

Sue waved, "hey Peter, that was fast. What did Tony want?"

I faltered, "Sue I...we need to talk," she grew worried, I felt doubt come out of her body.

" **Ah, anything I should know?** " Ben asked in a confused tone.

"Just a little advice," I told him as I motioned Sue to follow me.

We entered my lab and I locked the door behind me, turning to the woman who looked confused, "Peter, is everything alright?"

"Sue...I..." my mask moved away, my eyes looking into hers as she reached up and gathered my hand in hers.

"Peter...you can tell me."

I sighed, "I just found out that Felicia is tracking HYDRA bases around the world."

Sue blinked, "and how did you find that out?" I showed her the data by displaying it on my lab terminal. She took a while to study it, inspecting every angle, but in the end, she came to the same conclusion.

She looked at me, "are you going after her?"

"I am...but not just her," I growled, "I'm going after HYDRA. The whole of it. I'm going to burn it all."

"I see...and your doing it to get her back," Sue said as she looked at me, holding my face in her hands.

I squeezed her wrists, "I….am I doing the right thing?"

Sue smiled, I didn't know how, but she had the courage to smile and say, "yes...you are. I meant what I said Peter...just that night, that's all I can give you. But Felicia...when you had her, you were happy...happier than you were when you didn't have her. So go, be happy."

"What about you?"

"Will you stop thinking about other for once and worry about yourself Peter Parker?!" Sue snapped with a glare, "I'll be fine...I made my choice and I will stick to it, it's part of being an adult."

"I...I don't' know if I'm going to be with her again Sue...or even if I can. After what she did I-"

"Peter," she cut me, "don't you owe it to yourself to at least try?"

I smiled, placing my forehead next to hers, "thank you", she said nothing, just smiling in return as she squeezed my hands between her's. We stayed there for a little while longer, I held her in my arms and rested, just one more moment of weakness I knew Sue allowed herself, and I was glad she did.

We walked out of the room to see Ben standing in the kitchen counter looking very curious at the both of us, " **what happened? What were you doing in there for so long?** "

I sighed, "I found Felicia...and she's in trouble."

Ben's eyes widened, " **what?!** "

It took me a while to explain, but I did. He understood and offered to come, but I denied him, this was a stealth mission. He was a bit angry, but he understood.

I went back to my lab and began packing supplies, getting food and water and putting them into my suit's backpack. I then had Sexy search for any news about any precious jewels or other items being brought into Sokovia, Felicia wouldn't be able to resist that.

I was airborne within ten minutes, my car now in flight mode as it soared across the Atlantic. I had Doc pilot the car as I placed a call to Richard.

"-I see...so you're going after HYDRA," the man humming through the phone, "but why now?"

"Other than the fact I just discovered they were behind the worst day of my life and I now have nothing else to lose? I decided to do something about them. Don't' worry, I'll be careful," I promised.

He sighed, "fine...just...be safe son. I almost lost you once," he said nothing else as he cut the call.

I sighed rubbing my eyes, so much to do. Damn you Felicia...you better have a damn good explanation for this when I find you. "Sexy, do you have a possible location for Felicia?"

" _Yes Spider,_ " a holographic image of a giant set of royal jewel appeared on the screen, " _these are the Smykaria royal jewels, they are the prize holdings of the Smkaria royal family. They are to host a banquet in two day at the palace and have them on display. There is an 75% of Ms. Hardy showing up there._ "

"But the last place we saw her was Sokovia," I argued, "why would she be in Smykaria."

" _The two nations share a border, as such it would extremely easy for Ms. Hardy to travel between the two countries. And the royal family match Ms Hardy's MO, rich, powerful and by the claims of several freedom fighters in Symkaria, extremely corrupt. There are also rumors of a new trade partner supplying arms to the civil discourse happening in the country coming in from Sokovia. There is a 63% chance that this HYDRA._ "

"Meaning it would be the perfect place to find someone who's tracking HYDRA and loves stealing jewelry," I concluded with a sigh, "how long until we reach?"

" _Around 8 hours giving our current speed,_ " the AI replied.

I leaned back and sighed, nodding, "great," I looked out the window at the sky passing by. What am I going to say to her? What am I going to do? Should I just walk up to her say, 'hello sweetie?'

Or...fuck me. I don't know, I just don't know what to do with her. I need her to tell me why she did what she did, but then...I don't know, or care. HYDRA has to go and I have to make sure she's safe.

 **A day later:**

I sat in a towel on the bed inside the hotel room I was renting, looking at a hologram my suit made through camera planted into the suit, serving as a virtual SA.

DIsplayed on it was various articles about Smykaria and its people. Apparently there was a civil war going on, and a bad one that that. I sighed at the death toll, this was...maddening.

I closed the screen and got up, washing my face in my bathroom sink and sighing, today was the day...I'm so not ready for this.

"Sexy, did you hack into the guest list and get me an invite?" I asked as I finished washing up and walked to my bed where the rest of costume layed inactive.

" _Yes Peter. I have you listed as one Anthony Whiteman, born in New York city exactly 20 years ago. Both parents deceased, but they left you a sizeable inheritance. A trust fund brat that was kicked out of Harvard for causing a fire and sleeping with a teaching. Also, he's a noted drug user. I have your background information forged, three DUI's and a single arrest dating back three years ago. You're official listing for traveling to this country is for rest and relaxation._ "

I nodded, "good," I picked up the suit and watched as it covered my body on its own, transforming into a black and white tuxedo complete with a bow tie before the nanobots came upwards to cover my face as well, creating a sheet of nanobots over my face and hair.

" _Intiateing the second face program,_ " I looked at myself in the mirror as it shimmered, transforming into a different face. The face of another man, one with dark rusty hair that was untamed with blue eyes.

I looked at the mirror, sure enough I looked like the person Sexy described the eyes of a drug addict and the swollen cheek bones of an unhealthy mess. My tuxedo was baggy enough to hide my figure underneath, hopefully no one will get close enough to realise obvious difference form my face and body.

"Hm, Sexy, the eyes are a little dead," I noted as I pulled down the skin, the fabric the face was displayed on stretched as it happened, "and the second mask is pretty obvious, can you change it?"

" _I'll try,_ " the AI replied as soon enough my face changed, making the eyes seem more real and the skin less like a second mask.

"Cool," I smirked, "let's go impress," I walked out of the hotel and took the lift down. Waiting for me downstairs was a chauffeur and a limo, both of whom I had rented for the evening. I got in and we set off, my stomach tossin and turnin. I was going to see her again.

It took well over an hour to reach the castle. It was off a late 18th century French design...or at least that's what the wikipedia article I found on the subject told me.

As the limo pulled into the gates I spotted armed guards everywhere, on the wall, at the checkpost, even a few hidden in trees. The driver lowered the window and handed the gaurd at the gate my forged invitation. Fortunately they used a digital checklist for the party, menaing Sexy had no trouble hacking into the system and getting me through.

The limo was cleared and drove through the opened gates. It waited in line, several other vehicles were present before us. Rich expensive cars like Lambos and Ferraris.

I was dropped off at the entrance and a butler directed me into the main ballroom without even blinking, hm, do they get young foreign kids a lot around these parts? Or was my invitation enough to stay off any questions? Either way, shitty security was shitty.

My footsteps echoed through the halls as I walked through them. I was amazed at the artwork and painting displayed around us, Symkaria had a rich history, as expected of any country of Europe.

I then entered the ballroom, slipping through unnoticed by anyone, which did kind of disappoint me. I mean come on, this is the royal palace of Smkaria! This is just too fucking easy!

I just know that if Natasha was here she would be rolling her eyes and feeling proud. She really was a great teacher at this sort of stuff.

My thoughts were random, unfocused. But then again after finding out everything I knew for a year had been a lie, anyone would be just the same. I kept looking around, trying to find any sign of Felicia, but failing.

So I turned to everyone else. I then noticed a large group of adults gathered around a couple near the center. A tall gentleman with a thick groomed beard in a military garb with several medals attach to his right breast and a sword at his side and an older woman with a thick blue dress that revealed nothing to be seen, very conservative in appearance.

"Sexy?"

" _The Prime Minister of Smykaria and his wife,_ " the AI whispered as I walked far away, taking a glass of champagne from a server and sipped it, the suit opening a small slit, connecting 'Anthony's' mouth and my own, allowing me to drink the fine beverage, " _but it's strange because according to the government's publicly available schedule he is supposed to be on the other side of the country treating with the families of fallen soldiers._ "

I hummed, narrowing my eyes at them as I continued on.

I had Sexy run scans on every single person in this room. And sure enough, they were all high ranking diplomats and other important figures in the Smkaria government. As I walked around I gained a layout of the room, I checked everyone in here, but no Felicia.

I grumbled, but as I passed through a large window I looked outside and saw that there were more people outside in the palace gardens. No, not people, children and teenagers. It would seem the children were expected to 'play' while the adults planned to screw over the country. How quaint.

I quickly found the way to the garden through a pair of opened porch doors near the back of the room. I walked out and was amazed, the place was huge, bigger than the one Xavier had that's for sure.

The garden had been set up to an extravagant design, drinks and food left to one corner while lights were strung up all around, illuminating the entire land.

There were around fifty kids here, and by kids I meant actually children below 10 all the way to teenagers around my age. The former were running around and playing while the latter were all gathered together around a large round bench of sorts where ten children sat down talking while the people around them laughed and jokes.

Curious, I walked down to join them, slowly mixing in with the group and looking over their shoulders, I was easily the tallest person there, the older children seemed to be the ones sitting down while the younger were standing.

" _So I told the french whore to kiss my ass! There was no way I was paying a grand for the horrible painting!_ " a voice cried out in the local language of Smykarian. A language I had picked up on the 8 hour journey here. I turned to the source of the voice and immediately my eyes landed on a pompous looking blonde boy who made Harry seem poor.

He wore what looked to be a silk suit that was dyed purple with gold highlights. And something told me that was real gold. He wore a giant ruby ring on his left hand and a giant green ring on his right.

The people around laughed at his joke, the blonde prince chuckled. He had to be a prince, no else could possible make me want to hurt him this badly. And then suddenly out of the laughter, a single voice called out.

" _So this is what you do my prince? While the rest of the country starves and cries out for justice, you buy expensive paintings from France and throw lavish parties?_ "

We all turned and sitting down opposite to the prince was a girl with silver hair. And that simple fact alone made me gasp.

I then looked to her eyes, and immediately a lead ball sunk down to my gut. They were not the same. They were blue. They were pretty, sure, but they weren't the green I grew to love, the green of jade.

She wore a silver dress that had a collar around her neck that came down her body, leaving her shoulders and back exposed. She sat up straight, like a queen, her hands covered with gloves and a silver bag on her lap.

She had an icy cold stare leveled at the prince as the boy gave a snarky roll of the eyes, " _ah cousin, I don't' want to hear that from you. A woman who spends all her time traveling the world and has spent less than a month in her home country this past year has no right to question me on my actions._ "

" _Those trips as you call them are to countries that trade or wish to do business with us. I wasn't there to party my time away like you do, but rather find partners to raise Smykaria's standing in the world,_ " the teenage woman narrowed her eyes at the prince, " _so one can argue I do more for our country out of it, than you ever have inside it, cousin,_ " she spat.

" _Care to say that again Silver?_ " the prince said narrowing his eyes as the people around slowly began to move, covering behind him to show their support.

" _Only a coward needs to hide behind others to fight their battles,_ " Silver hissed.

" _Only a fool would dismiss the hearts of the people,_ " the prince shot back. I on the other hand just stood and watched them go at each other. Hm, Silver...Silver….wait...Silver?! As in Silver Sable?! Didn't she and Peter Parker have some kind of connection?!

Ah! What is it?! It's been two years since I read a single comic book! I can't be expected to have an encyclopedic knowledge of everything!

" _You think you are so much better than everyone else don't' you?_ " the Prince snarled, " _what? Just because your father manages the Wild Pack you are suddenly better than your family? Don't forget, family first Silver, always._ "

" _Not at the price of the country Arthur,_ " she replied.

" _Then you are a traitor to us all,_ " he spat.

" _I would gladly be a traitor than-_ "

" _-alright ladies, that's enough,_ " the voice alone made my brain short circuit for a moment. I didn't catch the next words, but after I recovered enough I was desperate for them, looking around for the source and spotting her approached the table, " _what would the people think if they say you both fighting like this?_ "

She wore a black dress, because of course she would. She had a pair of black gloves that came up till her biceps and a dress that was a mirror image of the one Silver wore. She had a smile on her face and a look of confidence.

And then she walked past me, like I wasn't' even there. I had to say, I was a little disappointed. And at the same time, I was glad, because I didn't know what I would say.

" _Ah, my dear Felicia, my cousin's newest...friend,_ " the price gave a perverse smile, " _how glad to see you again. You are always such a fetching sight to behold,_ " his eyes roomed up and down her body, spending ample enough time on her heavy breasts.

" _I wish I could say the same prince, but I cannot,_ " she winked, causing many to laugh at the Prince's expense, even Silver cracked a smile. I rolled my eyes, wasn't pissing off people in power my thing?

The Prince looked her over, smiling happily as he admired her curves, " _you look very fetching my dear, although,_ " his eyes landed on her hands, " _those bracelets are poorly made._ "

I turned and sure enough she was wearing the silver bracelets I had made for her on her birthday. The ones that acted as web shooters...she still had them. They were beaten and well worn now, some was even scratched to hell and back, but she still wore them.

She touched them gently with a smile, " _I'm afraid they're off a sentimental quality_."

" _So what are you two here for today?_ " the Prince asked as he leaned back in his seat, " _begging for more troops to secure the border? More food for the orphans?_ "

" _All things the royal family should be helping with without us having to ask,_ " Silver snapped.

" _The royal family is not the government, Symkaria has a proper democratic government now, is that now what the people wanted when they overthrew out family Silver?_ " the prince mocked, " _if they want so much more off our coffers, we might as well be put in charge again, otherwise why should we waste our money on them?_ "

" _Because they are your people,_ " Felicia argued as she moved to a seat currently occupied by a teenage boy. She looked at him and raised an eyebrow, the boy immediately got up and offered her the seat, she smiled and sat down, turning back to them, " _the people have lost faith in the royal family, only Silver's actions have awarded you with some good will. If you don't act soon-_ "

"- _What? Revolt? Ha?! As if they hadn't already tried!_ " the prince and his entourage laughed hard, " _look around you Silver, everyone gathered here are clearly on the right side here. They are the hiers to every fortune and empire in this great country. With them at my side, what have I to fear?_ "

The kids felt proud at the proclamation, obviously easily manipulated. They all smirked and grinned at each other. Silver's eyes roamed the people's faces, before landing on mine.

She smiled, " _not all,_ " she then turned to me, " _who are you stranger? I don't believe I have ever seen you here before._ "

I blinked, I turned around, I was alone. While they talked everyone had moved slowly to the Prince's side, leaving me standing in the middle...alone. Shit!

I looked around, everyone was staring at me. I then turned to Felicia, and she smiled at me. It wasn't her real smile though, it was the fake one she wore whenever she saw her mother's clients, when we had to deal with annoying people, when she left…

" _Hello?_ " Silver asked again, " _are you with us?_ "

" _A simpleton, no wonder he supports you,_ " the Prince mocked, the others laughing almost on cue.

I narrowed my eyes at him, "I'm sorry did you say something? I don't speak inbred douchebag." The entire garden grew quite. I blinked. 'Fuck.'

And then Silver threw her head back and laughed, "hahaha! He got you there _my prince_!"

Felicia gave a polite chuckle, "you have quite a tongue on you...and possibly balls the size of the moon to insult a prince in his castle."

I blinked and turned out the boy, he was fuming red, possible something ruptured inside. I sighed, fuck it, let's just go with it.

I cleared my throat, "well you see, anyone who is so blind to the struggle of his people's worries, even if they abandoned theme, doesn't deserve that people's respect in the first place," I turned to Felicia and locked eyes with her and smiled, "I mean...it doesn't matter what they did to you...all that matters is what you want for them."

Felicia smiled and nodded, "well said."

"Tell me boy, what is your name?" the Prince asked with a snap of his fingers, gaining my attention.

"Antony, Antony Whethermen," I gave a mocking bow, "at your service."

"Hmph, I'm sure," he took a goblet of wine, I'm guessing it was wine, and sipped it, "so tell me, what are you doing here, foreigner?" at the mention of my status, everyone became hostile.

I shagged, "just looking for some fun. I heard you guys have some killer slops, thought I would give them a try."

The Prince snorted, "tourists. No wonder. You dont' know a thing about this country and yet for some reason you are qualified enough to pass judgement when I doubt you can even was that disgusting mop you call hair." The entourage chuckled.

I smiled and slowly walked towards Silver. The girl looked curious and watched as I stood behind her like a bodyguard, "true, my hair is kinda bad. And I am a foreigner, but I would rather place my chips on her than you," I motioned to Silver.

"And why is that?" the Prince asked.

"Simple, it's because she's someone who values people over power, she show's respon-"

Clink!

A bell cut me off. I blinked and turned, "what was that?"

The Prince snorted as and the others got up, "that means it's time for dinner," he turned and shot me a glare, "I won't' forget this insult Anthony Weatherman. I'll make sure to make your life a living hell"

I snorted, "I very much doubt a child like you can do that, but feel free to try." The Prince glared at me and motion this entourage to follow, he began to whisper to his friends, obviously planning on getting me back. I wonder how far he'll go...maybe attempted murder?

"You really shouldn't try his patients," Silver said as she and Felicia got. She turned to me and smiled, extending her hand, "I am Silver Sablinova, cousin to the Prince. My father is the head of the Wild Pack."

I smiled as I bent down and kissed her knuckles, "glad to have a name for the woman I just risked my neck for."

Silver chuckled, "well then maybe next time you'll learn to hold your tongue."

"As if you have any right to talk," Felicia rolled her eyes, "you have said much worse to him."

"I'm his cousin, he can't hurt me...but our new friend here," Silver trailed off before snapping back to attention, "oh how rude, Anthony, this is Felicia Hardy, a friend of mine from the States. Judging for you accent you are from there as well yes?"

I smiled and nodded, "yes I am. New York actually."

"Oh, I'm Manhattan girl through and through," Felicia said as she extended her hand as well.

Time seemed to slow down as I touched it and held the hand in mine. The rush of emotions I felt was a mix of joy and a bittersweet hello. I brought it up to my lips and kissed ti with an audible smack, pouring every single thought I had into that kiss.

Felicia seemed a little nervous as she hastily took her hand back, obviously creeped out. I gave no outward appearance as I simply smiled back, "so...what exactly is a city girl like you doing here? No offence Silver, but Symkaria isn't exactly someplace you would go for the weather...other than skiing off course."

Silver chuckled, "noen taken. Felicia here is actually somewhat off a rebel. She's a free spirit and has been traveling with her family for the past year."

"I happened to met Silver a few months ago and we have been inseparable ever since," Felicia continued and finished, "come, we probably should eat anyway."

"Oh, right, may I?" I offered my hand.

Felicia smiled slyly, "oh sorry Tony dear, but you're going to have to be a lot more charming than that if you want to hold my hand."

"While I am no such prude," Silver shot in as she quickly looked her hand around mine, smiling at me.

I blinked, "r-right. That's nice..." we walked to the castle, Silver leading me with Felicia walking before us both.

"Don't' take it personally," Silver said in a mockingly loud whisper, "she just has very high standards. Her last boyfriend was somewhat of a legend in the girl's eyes, has never been able to let him go."

"What do you mean last boyfriend?" Felicia shot back.

"Is he not?" Silver raised an eyebrow, "I thought after that red headed vixen you slept with in Paris you would have forgotten about him by now."

"First off all, her name was Francesca," Felicia smirked, "and second off all, I have not. I still care for him very, very much..."

I blinked, "wait...you are dating him but aren't?" AND WHO THE FUCK IS FRANCESCA?! I'M GOING TO FUCKING KILL THE BITCH! HOW DARE SHE TOUCH MY KITTEN! BITCHES ARE GOING TO DIE TONIGHT!

Felicia sighed, "it's complicated."

"It really is not," Silver snorted, "you see, she left him some time ago. Poor thing was heartbroken, she did move on, the french redhead helping her along," THAT BITCH IS SO DEAD! ",but for some reason she insists on staying single forever."

"Because I'm going back to him soon enough," Felicia huffed, "I'm sure he's fucked a few women along the time we been separated too...hell, I bet he's done more than a few, knowing him and the amount of women he keeps attracting. But I'm sure off it, after this, we can work something out."

My eyebrow twitched, "real? What makes you so sure?"

"Because it's the kind of man he is."

"Most men aren't like that."

"He isn't most men," she smiled back.

"Oh? And what exactly is this man's name? I simply must know."

Silver chuckled, "you'll never guess."

Felicia smiled and replied, "his name is Peter Parker."

I raised an eyebrow, I smiled and continued in my continued disbelieving tone, "Spider-man?"

"Yes."

"Really?"

"Yes."

"I don't believe you."

"Fine, you don't have too."

"...Really?"

Felicia smirked, "yup."

"Do you have proof?"

"Are you calling me a liar?"

"Oh no, not at all...possibly delusional, maybe crazy, but definitely not a liar."

Silver snorted as Felicia smirked and rolled her eyes, "funny. Enough talking about my love life already, Antony, do you have someone waiting for you back at home?"

I blinked, "ah...yeah...kind off."

"What do you mean?" Silver asked curiously.

"Well...it's kind of complicated. You see, she broke up with me and left. I ended up dating a few other women but nothing stuck. And now I recently found out she's in trouble and I'm planning on visiting her soon enough, but...well, I'm pretty sure if I do she'll want to get back together or even if I should get back with her. So...you know, I don't' know exactly how I should react."

"Oh...I see..." Silver humned sounding disappointed.

Felicia frowned at her friend being sad but sighed and continued, "well it depends, do you care for this old flame?"

"Yes, a lot."

"Then why not?"

"I...I'm not sure. She broke my heart Felcia, shattered it and I...I don't know if I'm ready to forgive her. But...eh, it's complicated it."

Felicia smiled, "well, I'm sure you'll figure it out."

I hummed, "maybe...so Silver, what about you? Any guys in your life? Any girls?"

Silver smoked, "I'm afraid the rumors about my sexuality have been greatly misinterpreted Mr. Weatherman. I am, unfortunately for Felicia, one hundred percent straight."

Felicia rolled her eyes, "oh please, the only reason you haven't fall too my charms is because I didn't try hard enough."

"Sure, sure," Silver waved her off before turning to me, "and yes, I am single. It's difficult to find a partner to be with when you're also trying to prevent civil war."

"How so?" I asked as we entered the palace, Silver guiding us to the dining hall.

"Oh right, you're still new here," Felicia whispered as she continued, "well you see, the economic sanctions the UN placed on Latveria, our neighbor, is hurting our economy as well. The entire West of Symkaria is starving, while the East is being attacked my invasion forces from other countries.

"Only the South is at peace, which is coincidentally where the Royal family resides. All off this is causing panic throughout the country. Some are even fighting back against the government's forces, demanding the royal family be given power to set things right again."

I narrowed my eyes, "so you believe they might be doing nothing so that the people will abandon their democratic government and give the royal family power just to stop this from happening?"

Silver blinked, "that's an awfully huge leap in logic you just made there."

I shrugged, "I tend to be right though...so that's why the Prince seemed so testy...but why? What's the point?"

Silver seemed to have an answer, but before she could Felicia cut in, "who knows. Maybe for the oldest reason possible, power," she shrugged, stopping Silver with a simple glare. Obviously there was more going on here...damn it, why haven't I told her who I really am yet?!

I've honestly been thinking about it for the last day and a half. I was angry she left, happy she to see her again, pissed off because she is apparently trying to take on the whole of HYDRA and win and then angry again for never once telling me the truth!

And I suppose that's why I didn't reveal myself till now...I just didn't know how to bring it up.

Eventually we reached the dining hall, a large table suited to sit two hundred on either side took up the majority of the room. Some have already sat down, I saw the Prince glaring at us, he sat next to a fat woman dressed in jewelry and fine clothing with a gold crown, his mother obviously.

Silver stopped abruptly, I turned to her as she groaned. I smiled, "what's wrong?"

She sighed and removed her hand, "sadly this is where we must part. While I dislike it, I am still close to the royal family, and as such have a position up there. Felicia, could you help Antony find a seat?"

My Kitten shrugged, "sure, he can just sit with me and my family." Wait...my Kitten? Did I seriously...fuck!

"Thank you," she turned to me and nodded, "I hope we speak again after dinner Anthony," Silver smiled as she reached up and placed a kiss on my cheek before leaving.

I blinked as I touched the check she kissed and watched her leave. Felicia smiled as she approached me, "she likes you. That's rare. But then again not many men would be willing to insult the crown prince for her, so that's something."

I turned to Felicia, "yeah, but it's too bad my love life is so complex."

Felicia smiled back, "must be some girl if you're willing to give up the chance to bang a duchess."

I smiled at Felicia, "for that girl, I would be willing to give up banging a Goddess...but then again I may not have too. She would probably join in."

Felicia laughed, "sounds like a woman after my own heart, come, I think I see my parents."

I looked and sure enough there they were. Walter and Valerie. The former I thought off as a deadbeat dad. The latter...well she was just a bitch.

We approached the silver haired couple, both in each other's embrace and smiling happily as they did. Valeri was the first to notice me as she smiled, a more...warmer one than what I have normally seen her have, "Felicia dear, you came just in time. And who's your friend?"

"Mom, dad, this is Anthony Weatherman," Felicia motioned to me, "he's...a friend."

I nodded at the two adults, "Mr. and Mrs. Hardy."

"Oh please dear, call me Valerie," the woman smiled, from what I smelt, she actually felt...happy? God this is weird.

"Come, we must sit down, they are about to begin," Walter motioned as got to our seats and sat down. Walter had his wife to one side and his daughter on the other while I sat next to Felicia. My stomach doing flips as I did.

I tried not staring at her, she outright ignored me, probably dismissing me as some love sick puppy or something. I forced myself to look around, Nat would be pissed if she knew I lost focus of my surroundings for even one second.

The prince spared me a glance before he snarled and looked away. Silver was speaking in great detail to the woman to her side, a friend most likely while a man with silver hair, like Silver's, sat to her right, I'm guessing he's her father.

The tabel began to fill up soon, though the head of the table and the rest to the right of it remained empty. Meaning the our host, the king, and whoever he valued higher than his own brother, Silver's father, was missing.

I saw Felicia discussing something with her father, her words coming out quickly as they spoke in french, which I knew. So I extended my hearing and listened in on their conversations.

" _Something is changing in the political landscape,_ " Walter said as he sipped his wine, " _it seems a new player has come into Symkaria and is changing things._ "

" _They seems to be responsible for the royal family changing their view on their people,_ " Felicia stated, " _do you think it's them?_ "

Walter nodded and motioned or Silver, " _that's what my sources say. Apparently the HYDRA base in Sokovia is sending an envoy here tonight, we can finally get into that blasted thing tonight, if we play our cards right._ "

I gasped, immediately Felicia and her father stopped talking. The girl looked at me with narrowed eyes, "Tony? Are you okay?"

I nodded, "f-fine, just craving a cigaret, that's all."

She nodded nearly as she turned to her father and spoke again, " _Silver said her people got us an entrance to help us get inside, all we need is for the location. We move tonight, yes?_ "

" _Yes...and the jewels?_ "

Felicia smiled as she turned back to her plate, " _already replaced them with a fake._ " I drank from my glass to hide my smile, that's my girl.

Suddenly the door was thrown open with a bang and the people all flinched silent. A man dressed in royal robes walked in, a crown proudly displayed on his head as he did. And walking behind him was a smaller man with a monocle, black and green robes and cut short and combed back.

I knew he was HYDRA, the color scheme and my gut screamed as much. Felicia and Walter also grew tense, their eyes watching him as he passed by.

"Sorry we are late my friends and honoured guest," the King said as he and the HYDRA agent walked to the head of the table, "but I happened to run into a peasant that was most insistent on making a royal statement."

"What did you do father?" the prince asked with a sadistic glee.

"I listened off course," the man smiled before it grew perverse, "and then had him sent to the cellars. Such impudence, the rabel get bolder each day."

The entire room laughed, whether out of mirth or compulsion I didn't know. I noticed however Silver remained silent, and while Felicia and her family did laugh, it was highly fake while I remained silent. The people didn't notice, but as Silver scanned the room with a look of disgust on her face, she noticed my silence and smiled, a satisfied smirk grew on her features.

"Now then," the King stood at the head of the table causing the rest of us to stand up as a sign of respect, as they all raised a glass "allow me to introduce the guest of the hour! Baron Von Strucker! Our chief supporter in the Sokovian war!"

The room applauded, I turned to Felicia, she had her eyes narrowed, so that's why she was here...nice to know.

* * *

 **Since this is the one year anniversary of this story, I figured, why the f not. That being said, please note that next week I will be posting only a single chapter: CH 58 instead of the regualr two.**

 **I worked hard on this chapter, I know after the months of being seperated from each other Peter and Felicia aren't just going to get along, or even ever date. But, at the same time, this is where the story was leading, for him to eventually cross paths with her again.**

 **I have decided full out to have Jean and Felicia there in the pairing, no doudt about that, Felicia may be distant for a few chapters, and Jean yet to come in, but that's my end goal. Anyway-enjoy!**

 **P.s. MJ and Peter are finally together in the comics! Hip hip hooray! Dreams do come true! Finally, finally Peter can be happy again! ARGH! So excited! Are you excited?! Am I!**


	58. HYDRA agents are paranoid and stupid

Dinner was quick, barely ten minutes per course and a modest five course meal with dessert now being served. Felicia was silent the whole time, whispering to her father and mother and glancing at the HYDRA agent in the room, ignoring me complete.

Not that I minded, no, in this instance I didn't mind at all because I too was focused on Strucker, the man who currently has Loki's staff in his possession. An Infinity Stone in HYDRA's hands, very very dangerous indeed.

"The people of Sovokia are weak," Strucker spoke aloud as he continued his rant, over dinner one would think it would be hard to hear him, but he was very loud and everyone was eager to listen to him.

"They are not strong like Symkaria," he continued, stroking the people's ego, "with the help of my...organization, we can secure your borders and bring stability back to your great country."

The people smiled, all looking eager to join. But Silver's father didn't, he spoke out loud, "and what do you want in exchange for their generosity?" he spat the last word out.

"Ah, Duke Ernst," Strucker groaned, "it is simple, I want what everyone does. Peace."

"Peace through murder and slavery is no peace at all," Silver cut through. Ernst looked proud while the Prince and the royal family simply glared.

"Control you spawn Ernst," the king shot, "she shows disrespect to our guest."

"Please, don't fight for my sake," Strucker said with a disarming smile as he turned to Silver and spoke like a parent scolding a child, "tell me Duchess Sablinova, what kind of peace do you value?"

"The kind where the people aren't enslaved," Silver shot back.

"So...instead you would have them die?" the baron asked.

"I would rather them die free then enslaved for the rest of their lives," Silver shot back.

"Such a Western sentiment," Strucker snorted, "I think you have been spending far too much time with Americans. Because that is their ideals," a few eyes shifted over to Felicia and her family, and the Cats glared back just as hard.

"Maybe, but that doesn't mean disqualify their arguments for freedom over servitude," Silver tried to argue.

"You don't judge people by what they say, but rather what they do. Did you know Loki and his army came only because of SHIELD's experiments with power they can't understand? That is the nation you defend girl," Strucker snorted as he sipped his wine, the people chatting animatedly, agreeing with his point.

Silver glared, hatred and disgust rolling off her body. She turned to Felicia, the girl gave the lights of nodes and Silver replied in kind. She then noticed me looking at her, the duchess smiled and shrugged, almost as if she was trying to tell me she was going to be fine.

Dinner quickly came to a close, the King stood up, waving to the people, "the entertainment for tonight shall commence, come, let us dance the night away!"

The people cheered goodnaturedly as they all got up, following the royal family out back into the ballroom which was now changed to allow for dancing.

I followed right behind Felicia and her family as they stayed near the back, allowing everyone else to take ot the floor, dancing the night away.

"So, Tony, what do you think about Strucker's proposal?" Walter Hardy asked me, smiling good naturedly at me.

I looked at the man with narrowed eyes, "I think he's fucking crazy."

Walter groaned, "I would advise you to hold your tongue Tony, the walls have ears."

I growled, "and apparently no balls," the man raised an eyebrow, unsure what I meant, but I still didn't like that man. He may not be the real reason Felicia left me, I'm guessing, but he is one of them.

"Oh Mr. Hardy stop," Silver said as she came up to us, smiling with mirth, "Tony has been known to be quite sly when he wants too, it's part of his charm."

"Something you enjoy I'm sure," Felicia chukled.

"Indeed," Silver shrugged as she turned to me, "well? Are you going to ask me to dance?"

I looked over her shoulder, sure enough Strucker on the dance floor as well with the Prime Minister's wife as his partner, the two exchanging a laugh and chuckle. I need to listen in, I turned to Silver and smiled, "I would love to."

I extended an arm and the girl took it with a surprised look, did she actually expect me to say no? She winked to Felicia, "you snooze you lose," Kitten just rolled her eyes as I escorted Silver to the dance floor, the people moving away out of respect for her and many eyes landing on me curiously.

"So tell me Tony," Silver said as we took out positions on ballroom floor, "do you even know how to dance?"

I chuckled, "don't' worry, I had a good teacher," I placed one hand on her hip and the other to hold her as I guided her to the tune of the song.

Silver was a little surprised as slowly we began to sway, our footwork matching the classical melody of the song. She was a little taken back as I took the lead, something I was instructed to do as soon as possible, making the target flat footed and more susceptible to getting distracted as the more time they spend catching up, the less they spend on you.

Nat really would have been proud. As Silver did her best to keep up, her focus on her foot work as I increased the pace, I slowly directed our dance closer and closer to Strucker.

"The project is coming along nicely. Roxxon stupidity cost them and now we reap the rewards," was all I got from him before I was forced to move away as another couple came in our way.

"You're really good at this," Silver said as I began decreasing our pace.

I looked down and smiled, "thank you. My aunt was a perfectionist."

"Oh," she blinked, "I see. Did your parents force you to learn? Because my father did for me, though I don't even years of training could let me catch up with you," she chuckled, "you have the grace of a gymnast Tony."

I chuckled back, "yeah, kind of," thank you Spider powers.

But just then, I glanced over her shoulders and saw Strucker pick up a call. His eyebrows shot up in shock before he excused himself and walked out.

Just then I felt something vibrate nearby, I looked down to see Silver touch her ear where a small white ear piece was located. We stopped dancing as she listened in, and using my advanced hearing I listened in.

"Target's on the room, ditch Tony and come on," I heard Felicia's voice on the other end. I looked over to where she was standing before and was surprised to find her and her family gone.

"I'm sorry Tony, but I'm going to have to cut this dance short," Silver said as she smiled up at me.

I looked down and masked my curiosity, "oh...why? Did something happen?"

"Nothing much, just family business," she leaned up and cupped my face, planting a small kiss on my check, "whoever this girl is that you love must be someone special. I'll see you around Anthony Witherman."

She then turned and walked away. Acting quickly I sent a mental comand to my suit causing the cloth under my hand to shot outward as a small black dot flew into Silver's hair and buried itself in there.

I smiled, the tracking beacon was in place. I quickly moved, slipping out of the ballroom and into the toilet, which was easy enough to find.

My tuxedo shimmered as my Black Spider costume covered my body whole. The tracker I put on Silver showed up on my HUD, giving me a way to track her.

"Sexy, engage stealth mode," the costume shimmered before slowly it began to vanish from the visible spectrum.

Installing retro reflective panels into the suit was a genius move and tech and magic I used to keep my suit's external heat regulated made me invisible to infrared already.

Once again Tony Stark, Batman and the Black Panther can kiss my ass.

I walked out of the bathroom and jumped onto a wall, crawling along the surface as I followed Silver's beacon to what seemed like the basement.

I came upon a door which was guarded by two men, two scary looking men. I couldn't move forward without tipping them off so I waited and waited, and ten minutes later Silver began to move once more, now going out of the castle very very quickly.

I jumped out an open window and activated my jetpack, using the near silent thrusters to fly into the night sky and up high.

I soared through the air and looked down. My mask's telescopic vision peered down to the road below and sure enough I saw a car driving down the highway, taling another large limo surrounded by three back SUV's in the front and back.

I sighed, 'of course he's using SUVs, bad guys always us SUVs, meaning,' I turned to the smaller far away vehicle as slowly lowered down, reducing me speed to match it.

I gently placed my hands and knees on the top of the car, the wind howling at my face as I cut off my thrusters, slipping into the car's momentum. I crawled out the side and looked down, the windows were tinted, shit.

But the front windshield wasn't. So I crawled over to the front and looke dinside, finding Valeriy and Walter up front, the latter driving while his wife worked on a computer, while Silver and Felicia sat in the back.

I gave a mental command to Sexy to begin my eavesdropping pin, an idea I gained from the Batman beyond tv show where the tip of my fingers acted like audio recorders. I pressed a hand on the windshield and immediately my suit worked the vibrations it picked up into words and tones.

"We think he's heading back to Sokovia, which will be an hour long journey," Valier said, "keep your distance hun, he might get paranoid."

"Right," Walter nodded before looking in the rear view mirror, "you girls ready?"

"Yes Mr. Hardy," Silver nodded, I looked over and realised the reason Silver was taking so long was because she was changing clothes, now wearing a full body silver suit that was similar to the suit I seem to remember her wearing in the comics.

Dman, what is it with my generation of teenage girls and looking amazing in leather? But then again I think Silver is suppose to be a few years older, but semantics.

Felicia on the other hand was wearing the same body suit I had gifted her when we were still going out. Though it had seen some mileage, cuts and stitches along with many many rough patches and sown over bullet holes.

I growled without realising I was doing it, someone did that to my Kitten. Damn it! Again with that my Kitten shit! Was she mine? I mean she said she planned to come back to me when this was over but Sue...damn it, this is too complicated.

"Right, it looks like it might be a long trip back to Strucker's secret liar, but hopefully we can finally find the damn thing," Walter grumbled he too was dressed in a skintight black cat burglar suit, only his was far less appealing to the eye than Felicia's, "Kitten, did you put the tracker on Strucker?"

Felicia nodded, "I put it in his hair, he won't notice for some time." I chuckled, great minds… Felicia then turned to Silver who was checking the barrel of her gun before putting it into her holster and moving to a sharp knife, "so," the girl purred out with a sly smile, "Tony seemed like he was enjoying himself."

Silver snorted as she sharpened her knife, "please, half the time he couldn't keep his eyes of you. Honestly, every time..."

"Well, not every time," Felicia shrugged, "but either way, you know I'm not interested right?"

"Yeah, yeah, Peter's waiting for you, I know," Silver waved her off, Valerie groaned and Walter sighed, I narrowed my eyes, what's their problem?!

"Yup...so you know, after we're done getting the Master List, you can probably go find whatever ski resort he's staying at and spend the rest of his vacation in his bed," Felicia suggested with a wink, "maybe you can even convince him to stay longer."

Silver and I groaned, ironically. The woman rolled her eyes, "not everything is about sex Felicia."

"Oh I know, there's also love and stuff, but sex is a big part," Felicia shrugged with a grin, "did I ever tell you the first time Peter and I did-"

"-Young lady I will turn this car around!" Walter cried out, "no sex talk! No!"

Felicia sighed, "fine...it was Christmas and we did it for basically the whole night. 12 days of Christmas took a whole new meaning."

"Felicia Hardy!"

"Fine! Fine! I'll stop!" she said, smirking at her father's embarrassed face.

I chuckled, same old Kitten. And suddenly, I felt some of the pain lift. Some, not all. I still needed answers, still needed to talk to her, in person. But for now...I...I was happy to just listen to her talk.

They talked mainly about the mission and how they were going to get the objective. From what I could gather they were after a digital log of some kind created by Strucker. Apparently the HYDRA man didn't trust the other factions of the organization and had some kind of list regarding them.

Whatever it was, it was apparently worth trying to sneak into the Sokovia base to steal it, something I knew even the Avengers will have trouble doing in the future.

It took well over an hour, but eventually, we arrived on the sight. It wasn't snowing so they wouldn't leave any tracks, thank God for the little things. Walter stopped the car a mile away from the base, I looked ahead with my lenses and saw the fortress which Strucker used for his lab.

I watched as Felicia and Silver took the lead, Walter serving as back up while Valeri stayed behind in the car.

I followed them from the treetops as I jumped from trunk to trunk, using my adhesive ability to stick on the bark and allow me to tiptoe around them.

They made their way past several guard towers and patrols. But along the way, Silver was almost caught as she slipped out from behind her cover just as a tower's spotlight landed on her.

She cursed and moved away, hiding, the guards on top began to speak in loud voices. I knew I had to do something or they were all screwed.

I leaped and cleared the distance in one bound as I landed in the middle of the three man squad on the tower top and sweeped my foot around in a circle, causing the unaware team to lose their footing and fall down.

I charged my bio-electric powers and brought them down, shocking them one by one into unconsciousness. I then got up and slowly moved the spotlight away from Silver and Felicia's hiding spot, pretending like everything was alright.

They waited a moment before looking out, they assumed the guards didn't see anything and quickly moved out. I sighed, guess it was a good thing I had stealth mode.

I followed them, making sure to keep an eye on the guards as well. But luckily there was no other time when I had to step in.

It took them awhile to climb the mountain top the base was built on, but luckily there seemed to be another passageway in, a strong iron door built into at the foot of the mountain hidden behind a large bush that anyone, even I, would have missed.

I'm guessing they had some inside intel helping them out as Walter seemingly knew exactly what to do as he unlocked it in ten seconds flat, granting them access to the base.

They locked the door behind them but no matter, there were other ways into the base. I flew up, the sound of my thrusters almost roaring in my ear, but I knew no one else heard a thing. I landed on the top of what looked like a radio station, inside was a couple of gaurd, few asleep and one watching the monitors with boredom.

It took me five seconds to knock them all out. I had my costume shoot out into the terminal and gain access, granting me full control over the system. I had Sexy hack into the bases internal security feed and give me access to it all.

I detected outside interference trying to break into the system, Sexy let them, but mointered everything they changed. I had it traced back to Valeri who was back in the van. Huh, she was also decent with a computer, who knew?

I watched as Valeri looped the feed, making Felicia and the rest invisible to HYDRA, but not to me as Sexy got me the real video feed.

I sat down and watched as Felicia and Silver made their way down into the heart of the base while Walter moved towards the garage, probably to secure a way out. Smart. Must be Kitten's plan.

But then, something happened, they encountered troops on patrol inside. But before they could fire Felicia shot out a web line and pulled away their guns as Silver threw daggers into their unprotected necks, making them choke on their own blood.

I blinked, woah...that was very, very violent. Felicia however didn't seem to flinch as the two silver haired beauties walked over the corpses and into the base.

They encountered another patrol, but dealt with them. One did manage to pull the alarm, but thanks to Valarie it never went through.

I watched as Felicia and Silver broke into a large server field and began to download something. They looked they were handelign everything, so maybe it was time to explore this place.

"Sexy, stay logged into the system and tell me if anything changes," I told my AI as I opened the trap door and dropped down into the fort's inner tunnels, "it's time to get that stone."

" _Yes Spider, will do,_ " it replied.

I walked down the corridor, making sure to avoid hitting the many, many soldiers that passed through. Silver and Kitten must have taken the less crowded route, because in this part of the Fort there were hundreds if not thousands of men carrying advanced weapons and the like.

I would almost be impressed if I didn't already know about them. Damn, who knew they could achieve all of this with a single Infinity Gem and some spare parts for a couple of dead aliens.

I had Sexy guide me to a lab with over twenty scientist working in a workshop, pouring over some kind of data with various types of gadgets on the table. They were arguing about something, though I personally didn't care what.

What I did care for was the secret door which suddenly opened up to the side, out of which a man in a plaid shirt and woolen coat walked out of. He was listed as Dr. List on his ID badge, the head researcher for HYDRA.

I walked through the secret door before it closed and made my way down. I walked deeper and deeper into the mountain fork until I came across a giant room filled with workers, all pouring over what looked like wreckage from the attack on New York.

It was an underground hangar and on the roof was a strung up Leviathan from the battle, I think it was the one Tony blew up as it was blasted apart from both ends. Ouch.

They scientist also had various tools and corpses under observation and on the other side of the room was several operating beds filled with mechanical droids. The very beginning of what Ultron would one day use as the basis for his robot army.

But none of them attracted my attention. No, what got my attention was the table in the middle of all this where Loki's Scepter stood, suspended in an electromagnetic field as wires and proeds were attached down it's every inch.

I walked down and past the many workers, invisible to them all and any sound I did make was drowned out by their own yelling and chanting. I looked them over, some looking happy, eager even, none looking like they were forced to be here. Which was...odd.

"Sexy," I whispered, "can you access the computers here and find out if any of these people are being held against their will?"

" _How do you propose I do that?_ " Sexy asked in sarcastic voice.

I sighed, "see if they are getting paid...if not, then they're against their will," I told her I stopped before the scepter, my eyes going to the blue orb in the middle which glowed with a powerful aura, for I knew what it really was. An ingot of creation itself.

" _As far as I can tell no one here is being kept against their will Spider,_ " Sexy informed me, " _they are all listed as employees of SHIELD. They all are._ "

I looked around, I suppose technically speaking...they are SHIELD. I looked at the scepter and spoke again, "check the listing for prisoners of any kind. Like beings being tortured or such...with the last name Maximoff."

" _Searching,_ " Sexy replied. I looked around, no one was watching the instruments attached to the Scepter for I bent down at the monitor and typed away, finding out everything HYDRA learnt about the weapon.

They had only begun to even scratch the surface of what this thing can do, and they didn't even know the half of it. The scepter served to chanel the stone's energy. Apparently the energy the stone gave off Gamma energy, something HYDRA claimed they Tesseract also did, which made sense seeing as they were both similar.

The stones gave off massive amounts of energy, even though that wasn't their primary function. Not even close. I can only imagine how much energy the Power stone gave off if the Mind stone did so much.

They believe the scepter could be used to unlock the secrets of the mind, giving off a wide range of abilities I can't even begin to imagine, some people believed this was the key to create armies of human weapons, claiming that the staff could forcibly unlock a subject's latent mutant gene.

Fascinating, to know about an Infinity stone is one thing, to actually study one...wow. The inner Marvel nerd is jumping for joy while my inner science nerd is scared stiff by the possibilities.

" _Spider, I have good news and bad new,_ " Sexy suddenly said.

"Good news?"

" _There is a test subject known as Wanda Maximoff here in the facility. She is the only one out of twenty other mutants brought to this place to have their abilities enhanced by the scepter._ "

"The only survivor?" I blinked, which made sense since I saw her brother Pietro back in US, "and the bad?"

Sexy displayed a video feed, it was off the server room. Silver was down uncious while Felicia was held upside down with an aura of red magic covering her body. It came pouring out of a girl with dyed black hair and lipstick wearing a long red coat and goth makeup.

"I'm guessing the red chick is Wanda Maximoff?" I guessed.

" _Correct,_ " Sexy replied.

I watched as HYDRA men came inside and arrested Felicia and Silver, taking them away as Wanda followed behind looking bored and irritated. I glared, I expected her to be here...but I didn't expect them to get caught.

On the way here as I listened to the girls discuss their objective I formed my own plan paralleling them. It would seem that now I had to make some changes to it. Whatever, I'm nothing if not flexible.

I looked around and immediately found a radiation particle disintegrator, a tool they would need to have to break apart tough metals. But, I knew it could also be used for something else.

"Sexy, hack into all the radiation emitters in the room and have them on stand by," I reached out and grabbed the scepter, alarms started to blare out but I ignored it as I put the scepter into my backpack, the object dropping into the bag of infinite storage and vanishing.

The scientists began to panic as they ran around like headless chicken. The hidden door burst open as several armed men ran inside and began tearing the place apart to find the stone, but I just slipped right through them all.

"Sexy, give me a feed on where they took Felicia and Silver," I told her as immediately a security feed of an interrogation room showed up on my HUD.

Felicia and Silver were tied up in chairs with Wanda leaning in one corner with arms crossed and glaring at the girls.

The door opened as Strucker walked in. He looked down and smiled, amused, "so...the ones who have been targeting our many global bases was you Duchess Silver, no wonder. I had a wager with the King that it was actually your father, but it seems we both underestimated you and your...friend."

"For the last time! She and I aren't together!" Felicia cried out, "apparently she only likes dicks, while I'm far more flexible," she said winking at Wanda who only raised an eyebrow in surprise.

"Please, don't, your petty attempts at seductions will not work," Strucker snorted, "Ms. Maximoff here has only one desire on her mind, revenge. That's why she came to us after all...either way, tell me," he took out a pendrive and placed it on the table between him and the girls, "did you really think you could just come in here and walk out with a list of all the top officials in HYDRA without anyone noticing."

My eyes winded, so that's what they were after. A dossier on every HYDRA agent, inside SHIELD or on the field! Fuck! Was Strucker that stupid?! Oh what am I saying, of course he is!

Felicia snorted, "we would have gotten away if it wasn't for your attack dog," she glared at Wanda who rolled her eyes.

"Well, either way, it was a foolish plan," he smirked, "I was looking forward to having you on my side in the coming war."

"War? With who?" Silver asked.

"With everyone else who isn't born on this planet," Strucker narrowed his eyes dangerous as he stood up. He began to pace around the room, "do you know why mutants are the next stage of evolution? It's because of what they represent...power!"

He threw his hands forward at Wanda, "her father gave her away, ashamed of her lack of power. But he didn't know the truth! That she would one day grow to be not just a warrior for peace, but the saviour of the human race!"

Felicia and Silver turned to Wanda who shrugged, not saying anything.

"Forgive her, her people skills aren't really up to par," Strucker snorted with a wave, "she's after all built to be a weapon. A weapon for us. Imagine if we had her, a whole army of men and women with her powers! We would never again have to rely on Gods and mad egotistical men in suits of armour to save us! We could do it ourselves!"

"Are you talking about Stark?" Felicia asked, "because while I agree he's kind of crazy he isn't that bad."

"Tony Stark killed my mother," Wanda spat, the only words she ever said that stunned both Felicia and Silver.

Just then the door to the interrogation room was thrown open as a soldier walked in and whispered in Strucker's ear. He cursed and snarled at Silver, "so, you didn't come alone. You're companion won't get far, I promise. We'll have the scepter back in our hands soon enough."

He left the room and I cut the feed as I had reached the outside of the room and was currently on the ceiling, watching as Strucker walked out with his subordinate, looking very pissed.

I dropped down and before the door could close slipped into the room as it shut. I found myself on the other side of the two way mirror of the interrogation room, the door to the room further ahead.

I was about to enter the room when I stopped and listened, Silver was talking, "how did your mother die?"

Wanda was silent, glaring at the girl in contempt and remained silent.

"My mother died when I was five," Silver admitted, "she...she died in a terrorist bombing. The man was Sokovian but...I didn't really blame him," she hanged her head, "his family had died in a missle strike form my country...he lost his family too."

Wanda seemed to grow less tense, she spoke, "a bomb….she died in a bomb strike. My brother and I were trapped under the rubble, a missile landed right next to us. But some grace...it didn't explode. We stayed there for days, afraid that every breath would our last...and on the missile was the name Stark."

"I-I'm sorry to hear that," Felicia admitted, "but you know Stark didn't pull the trigger don't you?"

"No, he just sold the weapons to the lunatics that did," Wanda glared.

"And he's been making up for that mistake his entire life!" Felicia cried out, "that's why he's helping people now as Iron Man! To make up for the pain and suffering he-ACK!"

Wands snapped her fingers, Felicia's coughed, "shut up."

I growled, I was ready to charge in there and beat the Witch up when Silver cried out, "brother! You said you have a brother! What happened to him?!"

I stopped as slowly Wanda released her psychic hold on Felicia and groaned, "he...he left. My father took us away to the US...Pietro developed powers but I...I didn't. He didn't want a daughter who was powerless, so he threw me aside."

"Is that why you came to Strucker? Because he promised you power?" Silver asked in an understanding tone.

Wanda nodded, "yes..the power to protect myself, the power to avenge my mother, power so that no one ever leave me behind again. The power to kill Tony Stark."

Felicia was panting, recovering from Wanda choking her when she spoke in a quiet tone, "T-Tony Stark saved my boyfriend."

Wando blinked, "what?"

"H-he saved my boyfriend," Felicia gasped as she slowly down her breath and glared at Wanda, "he...he almost died at the hands of Doom. Almost, but Tony brought him back, he saved his life. He...Peter wouldn't' be alive if it wasn't for him. He may have his faults, but he saved the man I love, for that, I can't see Stark as a monster for things he had no control over."

"Love? The man you love?" Wanda asked curious, "if so, where is he? Where is Peter?"

Felicia looked at the teenage goth before her and looked away in shame, "I...I had to leave him behind."

"Why?"

"To protect him...HYDRA, Strucker, they were responsible for trying to kill him," Felicia snarled, "they nearly took him from me. So I left to make sure that never happens again."

"If you loved him," Wanda held up a hand as suddenly Felicia began rising into the air, pulled up by her throat, "then you should have never left him."

I moved, I kicked in the door, it flew off its hinges and into the wall, crashing with a bang. Wanda dropped Felicia and turned it me, her eyes winded as I shot a web grenade at her, wrapping her up in a cocoon before I pushed at her from using my minor telepathic abilities, sticking her to the wall.

I walked inside, Silver turned around as he eyes widened, "holy shit."

"She's right you know," I walked over to Felicia who shook her head clear, panting as she recovered. I raised a fist and released a single claw, gliding over her bindings to cut her lose, "you never should have left."

Felicia blinked away her confusion as she looked up, gasping as she saw me and the bright white emblem on my chest. Her eyes began to gloss over as she teared up, "P-Peter?"

I ordered my costume to retract, showing my real face as I looked down at Felicia. I wanted to yell, I wanted to cry. I wanted to say a perverted joke about how her breasts grew since we last met. But I did none of those things.

She got on her feet, the chair pushed away, forgotten as she looked at me, her eyes wide and shaking as I saw her green eyes expand with recognition and joy as she reached up with shaking fingers, touching my face.

"Is that really you?" she asked.

I smiled, "hello Kitten. It's...it's been a long time."

She didn't say anything, the alarms blowing off in the distance the only thing heard as we just looked at each other, standing arms length apart.

"Oh for God's sake, just kiss him already!" Silver cried out.

Felicia and I moved, she jumped into my arms as I wrapped them around her body as she attacked my lips. Every single kiss seemed to last a lifetime, or at least making up for lost time. I held her in my arms tightly, afraid to let her go, afraid to see her vanish.

BOOM!

"Felicia! I bought us some time but we have to move, now!" Walter cried out as he ran inside and stopped, his eyes going wide in shock as he spotted me and Felicia, "oh God, not you! What are you doing here?!"

I pulled away from Felicia, the girl panting as she looked into my eyes, I never realised but we both had been crying, joy and sadness all mixed into one.

I put her down and looked over her shoulder at her father, "apparently I'm saving your collective behinds. Honestly, who the fuck came up with this fucking plan of yours? Do you know how many things could have gone wrong?!"

"Hey!" Felicia cried out, "I made this plan!"

"Oh that explains it. Did it involve you running away for over a year with no reason why?!" I snapped, oh shit….I didn't mean to do that.

Felicia looked like I just slapped her, "I-I just wanted to protect you Peter."

"Well I didn't need protecting. I needed my girlfriend with me while I went through the most difficult and stressful time of my life!" I growled, "why Felicia...why did you do something so fucking stupid?!"

"What was I supposed to do?! Just let HYDRA try and kill you again?!"

"Kill them!" several soldiers came running in, Walter jumped away and drew a handgun while the HYDRA agents charged their advanced weapons.

I raised my hand and out of my palms a repulsor blast strong enough to destroy the entire room wall came out, blasting the soldiers away and burying them under a pile of rubble. Were they dead? Neah….probably not.

"Do I look like I need protecting?! God woman, you're lucky you're the most beautiful thing on this Earth because you have shit for brains!"

"Oh please, like you didn't have anyone there! Jean would have made sure you're alright and Sue! Not to menton Liz and MJ and who knows how many other girls!"

"Well I didn't want them! I needed you! The woman I loved!"

"Guys?" Silver called out.

"And I didn't want to ever see the man I love brought in on a stretcher fighting for his life again!"

"Guys!"

"That will never happen! Never again!"

"Guys!"

"Can you promise that?!"

"Yes, I fuckign can!"

"For the love of everything that is good, GUYS!"

"What Silver?!" we both snapped at her.

She motioned to her bound arms and the guards, "can we do this latter?"

I growled, "fine," I walked past Felicia and released my stingers, swiping them over Silver's binds freeing her, "Walter, take them out through the garage, I'm assuming you have an escape route ready?"

The man glared, "I don't take orders from you kid."

"Daddy, not the time for a dick measuring contest," Felicia glared.

"Get the girl's outside," I picked up the USB drive Strucker left on the interrogation table and immediately my costume exploded out, covering it whole as Sexy accessed all the files Sliver and Felicia copied.

"Woah," Felicia said, her eyes going wide, "since when can your costume do that?"

"I've been getting upgrades," I told her as I looked at the list of names on this files, hundreds upon hundreds of names. Damn, I was impressed, HYDRA knew what it was doing, they had agents in nearly every secret agency in the world, and this was only the ones Strucker knew about..

"What about you?" Felicia asked in concern.

"I'll be fine," I tossed her the pendrive, "I made a copy, just in case. Take it and go, I'll make sure they can't follow you."

Felicia wanted to argue, but Silver and Walter told her to move, already rushing to the door. She looked at me with a look of longing in her eyes, she gulped, "Peter...I-"

"-Kitten...I promise, we can do this latter," I looked away, "go….please." She nodded and left, leaving just me and Wanda alone, the girl had been silent all along, choosing to observe rather than interfere.

I looked at her and waited she stared right back. It was a stare down, we both waited for the other to talk. Wanda broke first, "I didn't actually think you would show up."

"She wasn't lying you know," I said as I pulled up a chair and sat down, "Tony is a good man. With a good heart."

Wanda snorted, "he saved your life, of course you would say that."

I leaned back on the chair and crossed my arms, "do you know why Tony became Iron Man? Or rather, the circumstances behind it?"

Wanda raised an eyebrow, "what does that matter?"

I held out my hand as a holographic image of the Ten Rings and clips of their many many atrocities came up, "Tony had a business partner name Obadiah Stane, an older man who worked for Tony's father who tried and failed to take over the company. He tried to have Tony kidnapped and killed," the video of Tony's capture and eventual escape showed up.

"Why are you telling me this?" Wanda asked, "I don't' care about Stark or his petty high society problems."

"I'm telling you this Wanda, because of what Obadiah did," a news report of his death and all the crimes he was accused off came up on a list. I paused at one in particular, arms dealing, "you see, Stane grew greedy, he started dealing under the table to terrorist while Stark industries officially sold only to the US government.

"Stane sold weapons of mass destruction to anyone with the coin," manifests of cargo delivered to various parts of the middle East and Europe showed up, all presented in the legal court case Tony had to face to prove that Stark industries weren't aware of all this back door dealing.

Wanda's eyes grew wider and wider until I had Sexy display one manifesto displaying a crate of missiles being delivered to the Sokovian libertarian movement, a local terrorist group.

"Tony Stark didn't know about this, and when he did, he shut down his entire weapons manufacturing company," then the now famous press conference came up when Tony just came back from being kidnapped was shown, "Tony Stark didn't know, he was innocent. But when he did, he decided to do something about it."

The image of Tony suiting up and saving New York showed up, "he sacrificed himself to prevent a nuclear missile from destroying my home. He is lucky to even be alive. He saved my life, he helped me find my father and he...Wanda...he's just as much a victim of war as you are. The only difference is he decided to fight against the ones responsible, while you fight for them."

Wanda growled, "don't assume you know me!"

"I know you're powerful, powerful enough to rip away those webs with a flick of you fingers," I said as I stepped back, "I know you're kind...you didn't kill Felicia and Silver when you could have just as well snapped their necks and Strucker would have applauded you instead of being upset."

I waited for her to deny it. She glared as she layered the web cocoon she was wrapped in a glowing red aura before being ripped off her body. She landed on the ground and wiped the loose strands of webbing off her coat.

She looked at me, "so...you're saying I should what. Forgive Tony Stark? Come and be a superhero?"

I snorted, "sure, I bet that'll go swimmingly. But...don't let your anger to people stop you from being who you really are as a person. That's what your father does and it brought him nothing but pain and suffering."

Wanda glared, "what do you know about my father?"

I chuckled, "quite a lot actually. I beat him into...ah, I kind of ran into him."

Wanda narrowed her eyes, "and? What happened?"

"Ah...I ran away, he's kind of scary you know," I gulped.

Wanda's eyes flashed red, " **tell me the truth!** "

"He ah, kind of threatened a friend of mine," I gulped, was this version of Wanda a daddy's girl? Oh I hope not.

"So? What did you do?" Wanda pried, her eyes slowly turning back to normal.

"I….may have beaten him into the ground with my fistst and broekn his leg," I gulped.

"You did what?" Wanda asked in shock.

"Hey, he came at me!"

Wanda looked at me with her jaw dropped in awe. I was about to tell her off when I suddenly felt my entire body seize up as she summoned me to her with a telepathic pull. And before I know it she kissed me, I cried out as her tongue found its way into my mouth.

I threw my hands up in surprise panic as I tried t push away, only to have her mental powers pin my arms to the side and keep me wrapped still. Her tongue snaked into my mouth, tasting, teasing, dueling, until finally she pulled away, a smirk on her face as a bridge of drool connected her mouth to mine.

I blinked, "what, the actual fuck?!"

She shurgged, "I have issues," she reached over and panted a kiss on my cheek, "you have no idea how many time I wanted to beat his ass into the ground. Fucking bastard. Fine, you convinced me, fuck HYDRA, I never liked them anyway."

I blinked, "just like that?"

Wanda narrowed her eyes, "if what you're saying is true, and that's a big if." she warned, "then...I've been after the wrong man. I'll need to see for myself...can you arrange a meeting with Stark? Since you two must be friends given the way you talk about him."

I looked at her eyes and she stared back at me. An unspoken agreement passing between as I nodded, "fine, but we need to get out of here now," my suit mask regrew over my face, hiding my features, "oh and...don't tell anyone about ah...the kiss, I kind of...it's complicated."

She snorted but nodded. I guided her out as we walked down the fortress corridor. I didn't put on stealth mode because I didn't need to spook her by vanishing. So we ended up running into some resistance.

But Wanda managed to deal with them all, using her main to throw them around, some out the window or some into a wall.

We managed to make it to the roof, the entire fort was up by now, and from what I could tell from hacking into their feed they lost Felicia, Walter and Silver.

"So what now genius?" Wanda asked as she pulled her red coat around her body, shivering from the cold, "we're up here in the middle of the night. What's the plan?"

"That," I pointed upwards as my car shimmered into view, coming down before us as the doors opened up, "come on."

"Is that...a flying time machine?" Wanda blinked as she got into the passenger's seat.

"Oh, you watched Back to the Future?" I asked surprised as we shut the doors behind us and I hit the gas, blasting off away from the fort.

"I spent a few years in America," Wanda explained as she held on for dear life, her eyes filled with a hint of fear, "that's why I don't have an accent."

"Oh, yeah..." I realised, "damn, I'm getting slow. But in my defense I'm totally distracted right now."

"Because of your Kitten?" she asked in a mocking imitation of my voice, chukleing, "honestly, lovers, you are just the worst."

"Yeah well bite me," I snorted as I tracked the tracker I played in Silver's hair, leading me back to their van. I flew over them, I looked down and sure enough they had just reached, they all looked up and watched me bring the car down, landing before them.

The doors opened as Wanda and I walked out. Felicia's smile immediately dropped as she glared, "what is she doing here? Why isn't she in a cocoon?"

"She's Magneto's daughter and hates his guts," I explained.

Felicia's eyes widening as she looked at Wanda with wide eyes, "shit...I don't see it."

I snorted, "I'm guessing she got her mother's looks while Pietro got their father's."

Wanda blinked, "you know Pietro too?"

I shrugged, "I've been around a lot," I looked over to see Valerie's eyes widen in surprise at seeing me. My mask retreated, revealing my face as I nodded, "Valeri, always a displeasure."

She snorted, "Parker...I didn't think you would show up here."

"Yes well Felicia isn't the only one who has a monopoly on doing stupid things," I snorted as I held up my right forearm, displaying a hologram over it. I began working on the screen, burning through calculations before touching a big red button on the screen, "done, come on, let's go."

"What did you do?" Walter asked.

"Something really cool," I replied as I looked at the mountain fort and waited, "five...four...three...two...one."

Inside the underground hangar in the base, radiation came pouring out, reacting with some of the glowing power rocks that powered the Chitauri tech. I activated a few of them separated off for testing. And as I know, any form of highly powerful radiation would set of a catastrophic explosion. Meaning.

 **Boom!**

A large explosion went off underground. Immediately alarms started to blare as people began to pour out of the fortress in droves, running for their lives. The soldiers, scientist and all others took over five minutes to rush out, which should be all of them if my calculations was correct.

"Did you just blow up their base?!" Walted cried out in horror, watching as the SHIELD turned HYDRA employees came running out in a panic. Some wounded, some injured.

"No, of course not," I replied, holding out my forearm and displaying a second big red button, "that was a warning. I don't like killing if I can avoid it, so I gave them some time to evacuate….should be enough time," I pressed the button again, this time activating every single radiated piece of purple energy rock they had kept in there for storage.

 **BOOM!**

The entire fort exploded outwards as piles of earth came flying up into the air. The building went up in flames as we felt the shockwave till here. The entire ground shock as the mountain side was reduced to nothing, giant flaming rocks came falling down from the sky, the HYDRA agents screaming in terror as they ran away.

"Now I blew up their base," I replied turning to Walter, "and I'm not even finished."

* * *

 **Wanda's character here is a bit different, she's a combo of the MCU and Evolution, where Magneto leaves her for being powerless and she turns to HYDRA to get venegnce. Anyway...bye I guess... sigh. Let the wave of harem requests begin. I swear man, I just can't even.**


	59. F-Canon

**The Triskelion:**

Sneaking into the building was an easy thing to do. I was trained by the best, had the latest equipment on hand and the most cutting edge AI in the world to get access.

Project Insight was almost complete, I am guessing maybe a year, maybe more before it would be weapons ready. Which meant it had to be stopped, now.

I snuck into each helicarrier and hacked into its targeting system doing what I needed to do before moving on as quick as possible.

But as I went though it's system I found something, the algorithm HYDRA planned to use to determine who was a threat to it's reign, and who wasn't. When I watched the movie for the first time I assumed this was just a boring ass plot point, but now? Now it was so much more.

I saw a list of names, names of people, men, women and children who would stand up and against HYDRA, a list of heroes. Matt Murdock, Jessica Jones, Carl Lucas and even my own name were all here. A list of heroes...yes, I can use this.

I then planned a way to get every worker out of the place, it was the middle of the night, so only a skeleton crew was working, it wouldn't be too hard to distract them.

My stomach churned as I went through what I planned to do in my head. I knew the moment I did this I would be kicking off a set of dominos that would alter the course of this universe forever. But at the same time, I knew I had to do something.

Damn it...I need a drink.

 **Upstairs:**

Nicholas Fury was not having a nice day. No, not at all.

Since Doom tried to take over the world a few days ago he's been working on stop to prevent the UN from invading Latveria. The country was a third world mess and didn't need the blame for its rulers semi-psychotic actions leveled on it on top of everything else it had going for it.

He was running from the UN building to embassies all week and it started to give him a nasty headache. Then came Parker and having to make sure his family was safe, only problem was the moment they were in the clear all the data about them and their location was wiped clean from all data holds.

He really didn't want to be the one to tell the kid he lost his family. And adding to his growing list of problems was Sokovia.

The Eastern European nation was in disarray as one of it's factory's blew up two days ago. Fury had a guess there was more to this story than what meets the eye, the name Strucker came to mind. He was going to have to have someone investigate it.

But right now, at this very moment, he had only one thing in his mind, a bottle of single malt scotch in his hidden table drawer.

He opened the door to his office and stopped as he saw someone inside sitting in his chair and drinking his liquor. Peter Parker, the Spider.

"I have to say Nicholas, this is an amazing drink," Peter sipped the alcohol and glared, "very good indeed."

Fury froze, something was wrong, Peter wasn't smiling, he wasn't joking, he was serious. And worst of all, he called him Nicholas.

"Peter..., how did you-"

"-The window," he pointed at the far wall where sure enough the glass wall had been cut open with some kind of laser.

"I see," Fury sighed as he walked over and picked up a glass, pouring himself a glass and sipping it, "so? What's wrong kid? I didn't take you for the visiting type. You usually would text...is something wrong?"

He looked up, and for a moment Fury wondered if he should have instead taken out his gun. Fury waited, he waited for him to speak, trying to guess what he would say next. But the words he said, Fury would have never guessed.

"I found Felicia," the Spider took out a pendrive and placed it on Fury's desk, "in there is a list of every HYDRA agent Strucker had on file, meaning every mole in SHIELD, and there are quite a lot, so I would suggest you get started quickly."

Fury's one eye went wide as he looked at the boy before him and the pendrive. Thoughts of what this meant rushed through his head, an explanation, justifications. He had them all ready.

Fury looked at the boy before him with one eye and spoke softly, "Felicia wanted to do it. She...said she didn't want to see the man she loved become a half-dead body ever again."

He glared up at Fury, the tall black man felt intimidated and with reason. Many would underestimate the boy because of his age, and those many people were idiots. He was possibly the most deadly member of the Avengers...and Fury knew it.

Captain America had a line he would never cross and his own moral code. Tony was wracked with guilt, Hulk and Banner were powerful, yes, but a loose cannon. Thor was off world and wouldn't hurt his precious humans. Window and Hawkeye were deadly, but in the end just human.

But Peter Parker? He was different. He started fighting a war against crime when he was fifteen, with the intelligence of match Doom himself and the dedication to carry out a threat. He saw what he did to Magneto, he saw how he let Wyndham inject himself with a potentially deadly formula.

All those times Fury was glad Peter Parker was on his side. But now, it would seem he was not.

The teenager sipped his drink again, nearly emptying the glass as he threw his hand out. Furby's eyes went wide as he felt a large hand grabs his neck and squeeze, choking the man.

His legs began kicking as he was slowly lifted into the air. He dropped the glass he was holding, it shattered on his floor as he scratched at his neck, trying and failing to free himself, only he couldn't.

"You bastard!" Spider cried out as Fury felt himself being flug across the room and into the far away wall. He crashed hard, something broke with an audible crack.

The man held his side in pain as he looked up, the young man stood over him, finishing his drink and threw the crystal glass at a wall, shattering it on contact.

He stood over Fury and reached down, grabbing his throat and pulled him up again, holding his body as Peter released two silver blue metal claws and pressed them against his neck.

"You had no right," he whispered.

"S-she wanted to make sure you were safe," Fury gasped.

"And she what?! Decided to go after them on her own?! No Fury! You wanted Walter to do that, and the only way you knew he would agree to do something so monumentally stupid was if his daughter asked him too. And you told her, a girl grieving for her boyfriend, that the only way to protect him, was to leave him. You are a monster Fury!"

"I-It was the only way," Fury tried to explain, spots danced around his eyes, he was going to faint, he knew it, "it had to be done, H-HYDRA was too big a threat!"

Peter dropped him and let Fury fall on the ground. Fury coughed as he rubbed his throat in pain, he looked up and found Parker glaring down at him, his anger boiling just under the surface..

"We are done," he said in a cold emotionless tone, "anything I owe you or you owe me, it's done. I won't ask a single thing from you and you don't' owe me anything. If the world is in danger, anyone, and I mean anyone but you can contact me. But, if I ever see you again Nicholas Fury, I will kill you. Do you understand?"

Fury spat out a wad of blood, "you don't want to do that kid, you need our help."

"No, I really don't," Peter replied as he tapped his right chest, a small beep coming out, "Walter told me you have a backdoor communication channel with him. If he doesn't get his pardon within the next few days I'll do to this place what I did to Strucker's base."

Fury's eyes widened, "y-you did that?"

He didn't answer, he just turned around and walked away. His costume appeared over his head as he jumped out of the opening he made in the window and flew away like Stark liked to do.

Fury pulled himself up and leaned back on the wall, panting, trying to force his hands to stop shaking. He was going to have to label Spider-man a threat now. He didn't want to...the kid didn't deserve it, but after what he did, what he was capable off? He couldn't risk it.

Fury limped over to his desk and plopped down on his chair, his ribs hurt, he must have something broken. He sighed, he really needed a drink now.

He reached into his hidden drawer for more glasses, but sure enough, he found them all broken and shattered with a note saying, 'deal with it'. Fury groaned as he leaned back, guess he was just going to have to drink from the bottle...seems appropriate.

BOOM!

Fury's office shook,no, the entire building shock as suddenly the large concrete and front yard of the Triskelion exploded into flames as concrete and steel flew up into the air before raining down.

Fury jumped to his feet and looked out his window, he watched as seemingly hell itself had risen up to claim him for his many, many crimes. He looked down, a giant pit now there below, the secret underground shipyard, it had been leveled down to nothing.

"Sir!" Agent Hill ran inside without bothering to knock, "Project Insight! It's gone! Someone sabotaged the systems, they blew each other up!"

The man immediately knew who was responsible. He looked at Hill and spoke in a defeated tone, "was anyone hurt?"

Hill blinked, "s-sir?"

"Was anyone hurt?"

"Ah...no, apparently the workers had all been called out of sight by some kind of meeting. Apparently someone hacked into our internal communications and had them all leave!"

Fury sighed as he dropped down to his chair, "so he's not completely insane...good, I doubt we would last long if he was."

"Who? Sir, do you know who did this?"

Fury nodded as he pulled the dripped off his bottle, "yes...get everyone away and safe Hill, I'll be sending you a list, I want these agents brought in and questioned, quietly."

"Sir...was this HYDRA?" Hill asked.

Fury shook his head, "no...someone worse. It was a warning."

"For who?"

Fury gulped some of the burning liquid down and growled, "for me."

 **With Peter:**

I landed on the roof of the Triskelion where my car was parked, and leaning against the hood was an amused Wanda and a curious Felicia.

"I think I'm actually beginning to like you," Wanda smirked as she looked at the flames rising from the ground.

"When did you become a pyromaniac?" Felicia's asked as I walked over, a holographic screen displayed on my forearm as I typed away at it.

"I only bring out the big guns when I'm pissed," I replied emotionlessly as I tapped my helmet to cut out all outgoing audio, meaning Felicia and Wanda didn't hear what I said next, "Sexy, did you get all the files I requested from SHIELD's main system?"

" _Yes Spider, all 212.9 TB are now being stored in an offshore secure data harvesting field, ready to be given out at a moment's notice,_ " the AI replied.

"Good," I smirked, I wasn't a fool, I knew Fury would be coming for me after what I did. Maybe he would give me a few hours before that happened...for old time's sake. But he will be coming for me. And this would be my ace in the hole if he did.

"Don't you think you're being a little mean?" Felicia asked as I unmute myself, "Fury may be flawed but-"

"-But nothing," I snapped, walking to the driver's seat, "he thinks I'm someone to take lightly, he needs to learn, they all need to learn."

"What?" Wanda asked with an amused smirk.

"Not to fuck with me," I hissed as we got into the car, Felicia riding shotgun while Wanda sat in the back.

"He's going to come after you..." Felicia warned.

I nodded, "yeah, I know. And I'm already ready for what he's going to do."

"Oh..." she looked away, unsure what to say.

I took off into the air and zoomed through the sky, shooting away from the burning headquarters of the SHIELD, hopefully out of those flames a newer and better one can rise up...hopefully.

"It's faster than I remember," Felicia said, the awkwardness descending down on us again. It took us eight hours to get here, eight hours of quite broken by Wanda's occasional request to play some music just to kill time.

"I made some upgrade," I said, still unsure how I should speak to her.

"Yeah, I can see," she chuckled.

"Yeah..."

"Just so you two know, I've seen former KGB operatives that talk more than you two," Wanda said with a snort as she looked out the window, clearly amused.

"Where did you meet a KGB operative?" I asked surprised.

"In Russia," she shrugged.

"What were you doing in Russia?" Felicia asked.

"I was given a mission to kill some people, stupid really," Wanda snorted, "dumbasses got caught trying to steal from HYDRA's reserves, so, Strucker sent me to send a message."

"I see..." I snorted, "well at least he isn't a complete idiot. I mean what kind of idiot keeps a list of names of people from the _secret_ organization he words for?"

"He was parrinoid Peter," Felicia snorted, "he didn't trust anyone in HYDRA, he always had something close by to escape or strike a deal if he ever got caught."

"How did you even track him?" I asked.

"Silver helped a lot on that front," Felicia shrugged, "she and her father found out the reason Silver's mom died was because of HYDRA's interference in their land. They swore revenge and...well, they ended up helping me a lot."

"I see...I was wondering how you got a Duchess to help," I nodded, "makes sense...so, are you sure your parents will be safe back in Smykaria?"

"Don't' worry, Silver won't' let anything happen to them," Felicia assured, though she herself looked preoccupied with something else on her mind.

I nodded. For a while everything was quite as we flew through the air. Wanda then finally spoke, "where are we going now?"

"Avenger's tower," I replied as I typed away at the HUD, "I already sent a message to Tony telling him you want to met. He's agreed and is waiting for us."

Wanda's eyes opened, "Stark? Already?"

I nodded, "like I said, he knows he has a lot to make up for."

We flew into the Manhattan skyline and right to Avenger's tower. I parked on the roof, where there was an alloted helipad now installed with my logo on it. Since I was coming over a lot in this way Tony thought it only appropriate.

We got out and downstairs where when we entered the living room we found Tony there waiting for us, along with another surprise.

"Pete?" Riri Williams Stark turned and blinked, the girl dressed in a blue denim jacket with black undershirt and jean stained with grease, similar to how a mechanic would look after a day at the shop.

I smiled as my mask retracted back, "hey there Ironheart, how's it hanging?"

The twelve year old girl grinned, "yes! I knew that name would catch on!"

"What are you talking about? I gave you that name," I snorted as we walked down to them, Tony dismissing the hologram he was looking at as he noticed the women behind me.

"Peter...I see you found her," Tony smiled as he nodded ot Felicia, "been a long time kid. Glad to see you again."

Felicia grinned, "you too Tony. And ah...who is this?"

"Oh didn't you hear? I'm a dad now," Tony chuckled as he patted Riri who glared at the man, who ignored her adorable pouting.

"A...A dad?" Felicia turned to me, "okay, how long was I gone?"

It was supposed to be a joke, but it stung, I groaned, "too long," she looked away, obviously hurt, I'm a little ashamed to admit that it felt good...but it did. I sighed and turned to Wanda, the girl looking down at Riri a look of longing and confusion in her eyes.

"This...is Wanda," I motioned to the girl, "she's the reason we're here."

"Yeah...I know," Tony nodded as he patted Riri, "hey hon, why don't you show Peter what you're working on? I'm sure he'll love it."

Riri blinked, "what? Why? I thought we were going to have take out."

"Not right now," Tony whispered before urging, "please, go."

Riri nodded slowly, "r-right," she turned to me, "let's go."

"Right," I walked behind her, Felicia following us as we left Tony and Wanda behind. We walked into one of Tony's labs, the doors to the living closed and I heard Tony ask, 'so, do you drink?'

"What's going on? Why is my dad acting so weird?" Riri asked in confusion as she lead up into what looked like a mixture of a child's room and a mechanic's workshop.

Robots were flying around, almost alive, the walls covered with posters of some boy band I knew will be breaking up soon and circuit boards nailed to wall.

I whistled, "damn Riri, this is a pretty sweet room you got going on."

"Thanks," Riri grinned, "I finally moved in here a few days ago and got to work. Hey, you never answered my question!"

I chuckled, "caught me huh? Well...you see Riri, Wanda has some...issues. She's here to get Tony's help."

"Huh...she's not like my sister or something is she? Because I'm pretty sure if he gets another surprise kid Pepper's going to blow a capillary."

I chuckled, "no, no. But she does have daddy issues," I turned to Felicia, she looked around, her eyes looking but not observing. I knew we needed to talk, I knew it had to be done.

I sighed, "Riri, is there any chance you could give me this room for a while?"

Riri blinked, "why is everyone trying to get rid of me today?! Do I have a booger on my head or something?!"

I laughed, "no Riri, I promise, it's just..." I turned to Felicia, she looked at me, "she and I need to talk."

"Oh...and who exactly is she?" Riri asked narrowing her eyes.

Felicia smiled, "well, you see, I'm his girl-" she stopped herself, her eyes blinking as the title seemed to slip out naturally.

I smiled, for some reason, the simple fact that she couldn't stop herself from saying the words' 'girlfriend' while around me made me happy.

"She's my ex," I told Riri, "and right now she and I need to have a long overdue fight. So we're probably going to yell a lot."

Riri seemed to groan, "argh, love, disgusting."

I laughed, "oh right, you're still only twelve right? Give it a few years, you'll come around."

"I doubt it," Riri snorted as she threw her hands up, "fine, I'll give you two soem room, hey J-man!"

" _Yes Ms. Strak?_ " the JARVIS AI asked.

"Is my dad's lab free?"

" _I believe so, but might I remind you that you aren't allowed-_ "

"-Override code: Riri-is-awesome-0927!" she cried out causing the AI to shut up mid way. She walked out chukleing evil with a grin, "come to mama you expensive shiny new toys!"

Felicia smiled as the doors closed behind her, "oh yeah, she's Tony's kid alright...how did you met her?"

"Her mom had used an experimental drug to save her life and couldn't fix the after effects, so she came to Tony for help, I just happened ot be there when she did," I as as I turned, noticing how we stood on opposite sides of the same table, a visible distance between each other.

"I see...so...the suit's nice," she smiled, looking it over, "I like the silver and black much better. Did you have someone special in mind?"

I smiled, "are you asking me if I made it in homage to you?"

Fecalysis smirked, "well, you are currently wearing a full body black and silver suit, so...yeah."

I chuckled, "maybe..." I noticed her own torn and beaten up suit, I reached over, she didn't move as I touched a poorly formed stitch made into her costume side, "yours is a little worn in."

"Yeah," she admitted with a chuckle, "I couldn't' get a replacement. So I had to make due."

"Silver seemed to have decent enough tactical gear."

"Yeah, but it wasn't bullet proof," she snorted, "sexy and sinfully perfect, but this suit still had it beat."

"I see...and the bracelets?" I asked.

She touched those and smiled sadly, "did you really think I would ever get rid of them?"

I looked up, I didn't realise how close I was standing until I saw how big and bright her eyes seemed to glow. She leaned forward, but I moved away.

Felicia looked surprised, stung even. She looked down, and I knew then this was going to be a difficult hour.

"I didn't want to just leave," she whispered, "but...I had to hurry. I needed my dad to help, he taught me everything he knew to get into and out of HYDRA, and along the way...I realised you still hadn't returned to being Spider-man...I knew then I shouldn't have left at all. But eventually...you did and I was so...happy. Peter I know you can't just forgive me and move on, I know that but I...I'm begging you please, at the least I want to be a part of your life again."

I looked away, "Felicia...so much has happened. So much you weren't there for...I needed you with me and you weren't there."

"I am now," she reached out, her hand touching mine as she slowly squeezed, "and I know it'll take time, but now, I have all the time in the world for you."

"And what if Fury refuses to give Walter a pardon?" I asked pulling away from her grip, "what if he demands something else before that?"

"I doubt he would want to risk pissing you off again after what you did," Felicia smirked.

I looked at her, I glared and slowly her smile dropped. I spoke, "I don't know if I want to be with you."

"Peter...I'm not asking to be together again, I'm not that stupid. But...I just want to be a part of your life," Felicia reached out, this time I didn't move away as she held my hand, "and...I'm alright with just being your friend.."

Friend?! Friend?! FUCK THAT! ARGH! I hate this!

"Fine," I pulled away, my mask covering my face to hide my anger, sadness and the thousand other emotions I was feeling, "so...Francesca?"

Felicia's eyes went wide, "Tony?"

I shrugged, "didn't see did you?"

"No I...oh god, Silver is going to be heartbroken," Felicia whispered.

I snorted, "yeah...so, are you going to be staying here? Or are you going back to Smykaria?"

"I...I guess I can stay here, that is if you want," she replied with a weak smile.

"You should...MJ and Liz miss you," I replied.

Felicia snorted, "yeah, I'm sure they do. Probably want to kill me too after what I did. I doubt I can return though, I mean...high school? After all I did...it just seems like a step down."

"Now you know how I feel everyday," I chuckled.

"But it's not like you can go now huh?" Felicia laughed, "I mean...can you? With your secret out there and all?"

"I dont' know," I sighed, my mask slipping down, the tension that was building up had been cut down to nothing, literally. I didn't know how, but suddenly it was like the past year hadn't happened, "I mean...I didn't really have time to process all of this. Hell, I haven't even checked Twitter since it happened."

"Oh you should," Felicia smiled as we leaned against the lab wall side by side, "there are so many people coming out in support of you it's not even funny."

I blinked, "really?" I held up my SA and mentally ordered it to bring up my Twitter account. Immediately I saw the rush of notifications I had gotten.

 _TheAmazingSpider, Peter! Will you go the prom with me?! Please say yes!_

 _TheAmazingSpider, you're sixteen?! Damn it all to hell! Now I'm a pedophile!_

 _TheAmazingSpider, how in hell is a sixteen year old allowed to act like a vigilante?!_

I was surprised, out of so many message a majority of them were about how I looked. "Am I really that good looking?" I asked in surprise, cause I'm sure Steve and way better looking than me.

In response Felicia smiled, "yes, you are," she leaned forward, and this time I didn't pull away as she placed a kiss on my lips. I felt...happy. Satisfied, the memory of her betrayal was there but...maybe I could deal with it another time.

Just then the doors opened up, Felicia and I broke apart and moved away from each other faster than the blink of an eye. I turned to see an amused Riri standing over us with a raised eyebrow.

"I thought you said you were going to fight," she snorted.

I sighed, "it's difficult to yell when you're running on two hours of sleep." Felicia just smiled, seemingly smug about getting past my cold exterior...again. Fucking pussy cat.

"Well...whatever," Riri shrugged, "Tony asked me to bring you both to the living room, he and the creepy goth chick finished talking."

I raised an eyebrow, "and he's still alive?"

Riri blinked, "yeah...why wouldn't he?"

"No reason, come on," I got up and without even thinking I offered Felicia my hand. The girl smiled as she accepted it, holding tight before I realise what I did and pulled away. I wasn't ready for that just yet.

Felicia said nothing as we walked back to the living room in silence, Riri seemed to notice the awareness and kept quiet, which honestly made it all the worse.

The doors to the living room open and we all gaped, "what the fuck?!" Riir cried out.

Tony smiled, "hey you guys, how's it hanging?" he said stuck on the ceiling. A red aura around him and Wanda down below.

"We're leaving," Wanda said, walking away, her face furious.

As she walked Tony came crashing down, "argh!"

"I got you," I said, holding my hand out and using the absolute limit of my telepathic powers slowed his decent so he wouldn't break anything.

He landed on his feet and sighed, "oh thank god."

"Since when you can you do that?" Felicia asked in a whisper as Riri rushed to her dad's side, checking up on him.

"I told you, it's been a long time," I replied, turning to Wanda who now stood out in the cold of the balcony, her arm crossed as she stared off into the city, confused and form what I could smell, angry.

"What happened?" I asked Tony as Felicia and I approached him.

"I...I told her something she didn't want to hear," Tony replied, looking away in shame.

"What?" Felicia asked.

"She...nothing, look it's personal for her, just...make sure she's safe okay?" Tony sighed, "that poor girl has had enough on her mind, right now she needs someplace that can help her..."

I looked at Wanda and sighed, "yeah...I know just the place," I turned to Felicia, "stay here Felicia, I'll be right back."

"No," she shook her head, grabbing my hand, "I promised I wouldn't leave you again didn't? I'm keeping that promise."

I sighed, "fine...don't say I didn't warn you though..."

 **Sometime later:**

SLAP!

Felicia held her check in pain, "shit! That fucking hurt!"

"How dare you?! You think you can do what you did and just come back like nothing ever happened?!" Jean screamed, even I winced at the sound, and I wasn't the one who had gotten slapped!

Felicia hanged her head, she looked exhausted, "yeah...I know."

"Why? Why did you do this?!" Jean yelled, "do you even understand what you did to him?!"

"Jean I-"

"-Nothing! No! You can't just come here after all this time like nothing happened!" Jean roared as I sighed and stayed away, the red head growled as she lifted a lamp itno the air and threw it at Kitten's head.

"Hey! Watch it!" Felicia cried out, ducking down, the lamp shattering above her head, "you almost got me!"

"Oh I'm going to do a lot more than that!" Jean roared as slowly everything in the room started to levitate into the air.

"Ah...shouldn't you be stopping them?" asked Kurt, who along with the other X-men were forced to sit in the sidelines and watch Jean confront Felicia.

I sighed, "Jean, that's enough."

The red head turned to me, growling, "Peter, you can't just...just pretend she didn't do what she did!"

I sighed, "I know..but this isn't the answer. Control yourself Birdy...please."

The red head looked at me, she sighed and slowly began to lower everything back down, turning to Felicia who looked revelied, "oh, we're not done yet, Felicia," she spat.

I sighed, rubbing my head, "I knew this would happen," I turned and walked to Scott, patting his shoulder, "call me if she tries to kill Felicia again."

The shade wearing boy nodded, "ah..right."

I nodded and left, closing the doors to the living room behind me as I went to Charles's office, opening the door without knocking and walked in, "sorry about that, Jean and Felicia...well, they weren't handling the reunion well."

"It's fine," Charles nodded with a smile as he motioned me inside, "Wanda and I were just get acquainted," said mutant stood with her back facing us as she looked out the window overlooking the gardens outside.

"So...what do you think?" I asked, waiting for the girl to speak.

She was silent, thinking obviously. She turned ot Charles, "so you would take me in...no questions asked, no demands? No tuition?"

Charles nodded, "yes."

"Why? No one does anything for free."

Charles smiled, "I see you share your father's caution...well, you see the reason is simple...there will soon be a great divide in our world, the side of humans and mutants and if one can't provide a safe haven for the latter, then I fear it would be a very cruel world in the future for our kind."

"You're building an army," she galred.

"For peace," Charles replied.

"Kind of a paradoxical statement there professor," Wanda snorted, "HYDRA preached the same thing, control for peace. Are you the same?"

"My students will not fight a battle they have no stake in...and I will not let my desire for cooperation to disarm my student's rights to protect themselves. So...yes Wanda, I may strive for peace, but I am no stranger to war."

Wanda looked away, back at the garden outside humming to herself. She then turned to me, raising an eyebrow, "well? What do you think of all this?"

I sighed, "I don't' agree with the Professor," the statement brought a smile to Charles' face and a look of surprise in Wanda's.

"Why is that? I thought you trusted this man?" she asked.

"I do, I trust him with my life and more importantly the life of my friends, but I don't' agree with his view on certain things...but, at the same time, I would rather be his ally than enemy."

"Why is that?"

"Well, I find being on the side of a mutant who can brainwash you is much better than being his enemy," I shrugged.

Wanda's eyes narrowest the bald man, "then how do you know you're not just saying that because he's controlling you?"

Charles threw his head back and laughed, "why Peter, she seems to be more like you than I thought!"

I smiled, I patted the collar of my suit, the black material shimmering for a second, "my suit has an inbuilt telepathic blocker, I had it installed and turned online every time I visit him. I may trust him, but my thoughts are private to only me, I don't like him that much."

Wanda looked at the bald man and then to me, "can you make me one of those?"

I shrugged, "I have a couple in my car's dashboard, won't' be a problem."

"So, you'll stay?" Charles asked with hope.

"Yeah...why not, it's free right?" Wanda shrugged, "but I refuse to do something I don't' want to. If you even think about it-"

"-I promise you, that is the last thing in my mind," Charles assured the girl with a bright smile on his face, "welcome Ms. Maximoff, to the Xavier School for Gifted Youngsters," he then closed his eyes and focused, I felt a minot telepathic blast going out and immediately there was a puff of blue smoke next to Wanda.

"Ep!" the girl squealed as she jumped back as suddenly Kurt appeared next to her.

"You called professor?!" the excited boy asked with a smile.

"Yes Kurt," Charles smiled as he turned to a curious looking Wanda, "this is Kurt, he's a student here as well. Kurt, this is Wanda, she'll be joining us starting today. Could you show her to a spare bedroom please?"

"Ja Professor! I would be happy to!" the boy smiled, turning to the girl and immediately stiffening as suddenly he began to stammer, "h-hello."

I smiled, smelling the lust rolling of Kurt and the curiosity in Wanda. "So, ah...what's your favorite colour?" Kurt asked.

She raised an eyebrow before pointing at her scarlet robes, "you blind?"

"N-no!" he gulped, "please! Follow me!" The girl said nothing as she let him guide her out of the room.

I chuckled the moment the door closed behind her, "ah, love."

"Hm, indeed, it can make a fool of us all," Charles smiled as rolled from behind his desk, "and speaking of love...Felicia has returned."

I sighed, rubbing my temples as I did, "I really don't want to do this now Professor."

"As your friend Peter, I would disagree. I would say now is exactly when you need to talk about it," the man insisted, "how do you feel?"

"Knowing that she's back?" an immediate smile formed on my face, "happy. But then..I remembered what she did."

"And you're worried she would do it again?"

I nodded, "yeah...and...I feel like it's not fair."

"What do you mean?"

"She left Professor. She left me and then comes back and I'm supposed to just forgive her? Just like that? Like nothing happened? It's not fair!"

"How so?"

"I was hurt, for so long...you saw the way I was before, when I...when she left..."

"And you feel she owes you? You feel she didn't suffer enough?"

"I...no, I-"

"-Peter, love isn't about checks and balances, it's about accepting someone regardless of whether it's fair to you or not and being with them because you want too."

"So I'm just supposed to forgive her?!"

Charles was quite, deathly so. He waited I became visibly calmer before speaking once more, "Peter...what's more important? The fact she left you, or the fact that she came back?"

I thought, and for a moment I wanted to say that she left. That I couldn't' forgive her but then I thought, I really thought. And I realised...in time, maybe one day we could be together, I think.

I sighed, "let's just go out...I need to make sure Felicia and Jean aren't killing each other."

Charles smiled, "seems like a good idea," I opened the door for him and we moved back to the living room where things seemed to have settled back down. Jean and Felicia sat on chairs across from each other, the redhead glaring while Kitten seems to be have another hand mark on her face.

I raised an eyebrow, "she slapped you again?"

Felicia grumbled, "yeah."

Kathy yawned, "it is 4 in the morning, do we really have to do this drama now?"

"If you really think that you could have left an hour ago," Evan smirked as he, Kathy, Scott and Rouge all sat on a couch near the back, watching all of this eagerly, Evans even had a bowl of popcorn in his hands, munching on the treat like this was one movie to enjoy.

I sighed, "I'm sorry we dropped in on you all like this, I wouldn't do it if it wasn't urgent."

Scott shrugged, "it's fine, a mutant needed our help, it's what we do. So will she be staying?"

"Yes, Ms. Maximoff will be staying with us," Charles said proudly.

"Wait...Maximoff?" Evan's eyes widened by a smidge, "as in Pietro Maximoff?"

I nodded, "she's his twin sister."

"Sister?!" Evan's eyes shot open.

Kathy also looked surprised, "wait...that means that her dad is Magento?!"

"Holy shit!" Evans' cried out, "Peter! What were you thinking?1 What if she's, she's-"

"-A psychopath?" Wanda's voice cut in, we turned to see the girl standing there, her arms crossed defensively as Kurt stood nervously behind her, rubbing his hair nervously.

"She ah, she wanted to see the TV," the german boy squeaked out.

"You have a problem with me?" Wanda asked, walking in and standing over Evans who squealed in fright.

"N-no," he gulped, "ah...you're not going to hurt me are you?"

"No, she isn't," I spoke up, Wanda looking at me with a raised eyebrow, "she's actually a big softy. In fact, her favorite TV show is my Little Pony, so while she may be a brony, she is definitely not dangerous."

Wanda's eyes wided, "what are you talking about?"

I blinked, "ah..just a little light humor to break the tension," I looked around, everyone staring at me, I sighed, "sorry, working on only 2 hours of sleep here people."

Wanda rolled her eyes, "God you're weird."

"Like a motor without a purpose," Scott snorted.

"Like a wheel without an axel," Evans joined in.

"Like a dog without a cat to chase!" Kurt tried to join in.

I smiled, "actually, I think I got a cat to chase," Felicia smiled, though the glare Jean shot her made the girl quieten down.

"So, I don't know about you all, but this is more than enough drama for one night," Scott said, yelling loudly, "I'm going to bed, I suggest you do to Peter, you honestly look exhausted man."

I nodded, I really did. I was way too busy working on Smkariya, HYDRA, SHIELD and then...Felicia. Wanda looked rested and even Felicia to a certain degree. But me, not so much.

I opened my mouth to speak when suddnely Sexy interuptted me, " _Peter! We have a situation here! I've been monitoring SHIELD's system like you asked me too and I found something interesting._ "

My suit's system light up a hologram displaying a list of wanted criminals SHIELD had on public listing. And there, on number 1, was me.

 **Name: Peter Benjamin Parker**

 **Age: 16**

 **Alias: Spider-man, Spider**

 **Species: Enhancement human**

 **Threat level: Level One (Armed and Extremely dangerous)**

 **Wanted for: The Destruction of SHIELD HQ**

And attached to the file was a picture take off my Spider-man Instagram page, very artistic if I do say so myself.

Jean's eyes widened, "Peter, what did you do?"

I sighed, rubbing my temples, which I seemed to be doing a lot off lately, "it's a long story. HYDRA infiltrated SHIELD and tried to build weapons to subjugate and take over the world. I stopped them."

Charles groaned, "you blew up SHIELD's main headquarters?"

I nodded, "yes."

"Peter don't mess with me here," Jean glared, "what are you planning?"

I looked at her, she refused to back down, glaring me down. So I sighed and tapped my suit, giving a mental command to kill the psychic dampness. I then taped my temples, motioning to Jean and Charles, they immediately got the message.

As one they closed their eyes and scanned my brains. I could almost feel them scanning my surface thoughts, and their eyes shoot opened almost immediately.

Jean gasped, "n-no! Peter you can't! It's too dangerous! If you do that you'll paint a giant target on your back!" Charles said nothing, his mind racing as he understood what I planned to do.

I nodded, "I know...but, I refuse to let HYDRA and SHIELD get away scott free."

"I'm coming with you," Felicia spoke immediately, "I know I have no right to ask you, but please, let me help."

"You can help by staying safe until this all blows over," I replied rashly.

"Peter...please," she begged, walking towards me, "please...Tiger, whatever you're going to do," she reached out and touched my hand, "we can do it together."

I sighed, "sorry Felicia...but no," and channeled bio-electricity through my body into her, shocking the girl.

"Ep!" she gasped, falling down into my arms. I had to admit, it felt good doing that. I sighed and pushed her back into her seat, she was knocked unconscious.

I turned to Jean, ' _take care of her_ ,' I asked mentally.

The girl looked unsure, but nodded, ' _I will..._ '

"Peter..." Charles finally spoke, "if you do this….then-"

"-I know."

He smiled, "why is it that you feel you must carry this burned on your shoulders alone?"

"Because...someone else might get it wrong," I turned and walked away.

"If you ever need sanctuary...don't hesitate," Charles spoke up, making me stop in suprised, I turned and looked at him curious, he smiled, "it's the very least I can do...for what you are about to do for us all."

I nodded, "I'll think about it," and walked away. The X-men looking confused and unsure while the Professor just sighed, rubbing his temples in discomfort.

I walked out of the mansion and got into my car, flying off into the night. I reached the city in twenty minutes and the moment I parked the car in the basement the entire complex was filled with soldiers, all dressed as SHIELD agents and with their guns pointing at me.

"Spider-man, you're coming with us," the muffled voice of the lead agent on the field ordered.

I raised my hand, not even putting up a fight. I knew the consequences for my actions, but I also had a plan. And more importantly, I knew this was the first step in truely changing the world. Fuck canon. Fuck it all. It's time I do something with my powers and abilities rather than just help people, but save them.


	60. An Age of Heroes

The interrogation room was...oddly comfortable. Hm, is it supposed to be this nice? Or am i getting special treatment here?

Slam!

"I can't believe you did that!" Agent _David_ , yuck, slammed his hand on the table, he stood over my shoulder, glaring a hole into my back, "do you have any idea? Any idea how much trouble you're in?!"

I looked around, the walls of the room was lined with black velvet like metal, which was odd. I could feel it give off some kind of radiation, though I couldn't completely guess what it was. X-ray? Maybe some new kind of tech SHIELD was working on to suppress powers?

"Are you even listening to me?!" David cried out, "you're in trouble Peter! And you need to cooperate with me or I can't help you?!"

Oh, I do have a bit of a headache, maybe it's that? Hm...maybe...a headache machine? Sounds stupid.

"Are you listening to me?!"

Slam!

I looked at him, "I want a lawyer."

He snorted, "no lawyer would ever take on your case Peter. You're a traitor to the government and the people of the United States."

"Matt Murdock, work's out of Hell's Kitchen. Call him up, if he says no, then we'll talk," I looked away. The agent growled for a few moments before ultimately giving up and walking away, slamming the door behind him.

I sighed and leaned back. I knew I wasn't really alone now, the five cameras visible in the room told me that, they probably have more hidden away. There was no one-way mirror though, the cliche interrogation tool wasn't SHIELD's style.

But, that didn't mean I was intimidated at all.

"Sexy, I'm bored, play Star Wars would you?" I asked as I kicked my legs back and put my cuffed arms behind my head to relax as my suit displayed a holographic screen in front of me.

They had let me keep the suit, or rather they couldn't force me to take it off. And the cuffs were more for them than me, considering I could break out of them in literally seconds.

I watched the movie to waste away time, it served as white noise for me while I thinked. Thinked of what to do. This was brand new territory for me, as myself and Peter Parker. I hadn't gotten in trouble with law enforcement, and yet I just went and blew up SHIELD.

I was half way into the movie when the door to the office opened up and in walked Matt, looking curious as he turned to let his ear listen, "are you watching Star Wars?"

"Yup," I dismissed the movie, "thanks for this. I owe you one."

"Damn you do. Dragging me into this," Matt grumbled, "do you have any idea how scared Foggy was when SHIELD came to the office? He thought..." he stopped himself, "why Peter?"

"Why you? Or why did I do what I did?"

"Both," the man demanded as he slammed the door shut behind him.

I sighed, he walked down and sat across from me. "I called you because you're the only lawyer I trust...plus I figured the publicity could help you," I smiled.

Matt snorted, "I'm sure the headlines will be amazing, 'Blind lawyer for lost case'."

"Don't worry about the case," I waved his concern, "I already have that covered. They won't do anything to me, not with the dirt I have on them...on all of them."

Matt raised an eyebrow, "then why? Why did you call me here?"

I placed my hand on the table and began tapping, "I just wanted to fuck with David. The big scary agent who I'm sure threatened you?"

Matt snorted, "yeah, he did," my tapping began to get rhythmic, and Matt noticed.

"Yeah, he's a dick. He's also the one who trained me, so all of this is kind of his fault," I turned to one of the cameras and smiled, "he must feel like shit right now."

Matt nodded, "so...why did you blow up SHIELD?"

"Because they were building extinction level weapons," I replied, my tapping began to growing quicker in pace, "and they were being manipulated by unknown forces. If I let them continue, they would have destroyed the world."

"That's quite a story, think the special council they assembled in Washington will listen?" Matt asked.

I shrugged, "hopefully."

"I see...well...then I promise, _it_ will be safe," Matt nodded.

I smiled, "glad you got the message," I turned to the cameras, "we're done here."

The doors opened as David and a few other agents walked in. They escorted Matt out, the man moving without another word.

"I don't' know what you're planning kind, but I pray you grow some brains before you get yourself killed," David spat as he walked out, slamming the door behind him.

I smiled, the message had gotten through. Any decent investigator would have realised what I was doing, but SHIELD always did have their eyes on the big picture, not the little one. Not the way I sat, or the way I tapped my fingers on the table.

Because if they ddi, they would have realised it was morse code. A code repeated over and over again, one Matt acknowledged he received. 'Protect the city'.

I couldn't bring myself to do what I was planning to do without at the very least ensure the city was protected. And I knew Matt would hold that promise, and I'm sure Harry would help as well. As much as he could.

 **That night:**

I was placed in a cell, extremely expensive by the looks of things. I vaguely remember David giving me a whole run down on this thing. Apparently the secret facility they had me locked in was over a hundred feet below ground.

The cell itself was white with metallic silver plates along the wall, apparently it was made for someone of my strength level. It couldn't keep the Hulk in, btu I was no problem. But, Fury wasn't stupid, he knew a cell wouldn't' hold me.

I was placed in a full body metal casting that bolted my arms and legs to my side and kept straight up. It felt like a sarcophagus on display in a museum, though I'm sure it was made of much sturdier stuff.

Electrical wiring along the inside of the coffin, powerful drugs ready to be deployed at a moment's notice through the air vents and best off al, a giant picture of a cat hanging from a tree on my pure white walls.

"So...enjoying the view?" out of the shadows of the prison cell walked the bald one eyed monster I was most pissed at.

I looked, the coffin let only my head to move, "when did you have this built?"

"When you took down six super villains on your own," he replied, walking around me in circles.

"I wasn't alone, I had Bruce as my backup," I corrected him.

"Sure you did, and let's pretend you actually needed him yes?" Fury snorted as he stopped before me. His face bruised, his heavy black coat hiding the bandages underneath.

I looked at him, my suit shimmered and retreated back to expose my face, "so.."

"So...you blew up my building."

"You brainwashed my girlfriend."

"You nearly killed thousands of government employees."

"Half of which were HYDRA, and all of whom were working on weapons that could be used to spy and kill people," I spat.

Fury narrowed his eyes, "you know you're going to jail for a long time right?"

I snorted. I flexed my arms and there was a loud snap.

KINCK!

Fury jumped back as a bolt from my iron coffin came flying out.

KNICK!

More and more pieces of the coffin came flying off as I ripped the stupid thing off my person. There was a flash of electricity as they tried to shock me, but thanks to Jessica's DNA and my suit, I didn't even feel it.

"Release the gas!" Fury ordered out loud as he took out a miniature gas mask and put it on himself.

"Don't bother," I replied as my mask formed over my head, "I have this thing can filter out anything you dose me with."

Fury watched as slowly the entire room was filled with green gas, but neither him nor I even wobbled from it's effects.

"Get this through your head Nicholas," I growled as I walked towards him, "I can escape anytime I want. Anytime. The fact that I'm not doing so is because I am not a criminal, and I'm going to prove it. So unless you have anything important to say to me. Get out!"

Fury galred, "don't' do this kid. I don't' want to fight you."

"You did that the moment you pushed her from me," I waved my hand, sending a telekinetic blast that sent Fury to the cell wall. I sat down in one corner of my cell and waved him away, "if you need me, I'll be here catching up on the last episode of the Bachelor," said show appeared as a hologram before my face.

The Director of SHIELD said nothing as he walked out of the cell leaving me alone. But I knew I was still being watched, I doubt I would ever be truly free. Which was why I was going to play them all right underneath their noses.

As the Bachelor played outside, a different screen was displayed on my HUD. Social media accounts, hundred of dummy accounts, on every single platform. I had Sexy make them while I waited for them to bring Matt over, though I'll admit Star Wars did have my attention half the time.

Right now I mentally wrote down several provoking or controversial comments on every single social media platform.

The moment I was outed as the bomber of SHIELD, people have lost their minds.

 _What the fuck is wrong with the world?! First we find out Spider-man is a boy?! And now this?!_

 _So you're telling me, the guy who saved the world literally a week ago, blew up SHIELD? Yeah...right_

 _Oh my God could he get any hotter!? Ep, falsely convicted people are so hot!_

 _Unless he isn't falsely convicted._

 _Then he's even hotter!_

 _ **I think he deserves to be in jail for all the things he did! Let the white bastard pay!**_

That last one? It was me.

If Niccolo Machiavelli was alive today he would know that to get people to gather around a cause, you shouldn't speak out in support of it. Rather, you should speak out against it.

 _ **If he really was a hero then why didn't he tell us who he was before?!**_

 _ **I heard he raped a girl during Freshman year!**_

 _ **I go to the same school as him! It's totally true!**_

 _ **He once had a threesome with a redhead and the Black Cat!**_

Okay, the last one wasn't mean, but I so wanted people to know!

Either Way, if you wanted something to become and relevant, you stroke the flames. Don't just pour drops of oil, toss a gas truck into it. I was trolling people, posting fake comments on everything, putting up hate message I find around about heroes and me.

Pictures of Ironman flying over poor neighborhoods with the caption, 'What money does', or destroyed buildings in Detroit, 'Hulk Smash!'

And they all got responses.

 _What do you mean rape?! I got to Midtown high too, I don't know Peter Parker personally, but he's a Goddamn saint! While he literally saves people, you sit in your underground troll basement and masterbate! Fuck you, kill yourself!_

 _He didn't tell you who he was because of his Uncle and Aunt you shit hole! If you had any common sense and knew how to use Google you would know about them! You would also know that they vanished a few days ago, thank you very much WITSEC!_

 _A threesome? Damn...just damn…_

 _That's a picture of Detroit you jackass! If you want to balme someone for that, blame the President!_

It was the same way the Russians made Donald Trump President in my Earth, which I sure as shit going to make sure doesn't happen here, but it was an effective technique. Get everyone to feel like the big guy, make a stand, protect the hero for once.

And things took off. People came out in droves to support me. The narrative changed, from me bombing SHIELD to the question of 'why?', which is exactly what I want to happen. Because for what's about to happen, I need the entire world to be watching.

 **A week later:**

The day of my trial I was loaded into a armored van with ten armed guards and taken away. The van rocked back and forth, the men had their guns across their laps, ready to be used at a moments notice.

I cleared my throat, "so...anyone see last night's episode of the Bachelor?" they said nothing. I raised an eyebrow, "because you know, Daryl ends up choosing Stacy's over Amanda, which means that-"

"-Don't say it!" one of them hissed, earning glares from the rest of his teams, making the man shy away and me grin.

"Knew there was a fan amongst you," I closed my eyes as my costume shimmered. Transforming from the Black Spider suit I wore into a black and white suit that fit me perfectly. The agents around me were startled and moved for their weapons, but the moment he realised I wasn't trying to get out, they relaxed.

I rolled my neck and turned out the only female operator there and raised an eyebrow, "well? How do I look?"

She rolled her eyes, "like a dead man."

"Oh...so does that mean you can see dead people? Do I need to call Bruce Willis?" I grinned, getting a chuckle from the all. Ah, nice, who knew scary men and women with guns could be relatable?

The truck eventually stopped as they took me out, the suffs I was in were just for show, but they did weigh a lot. I was pulled out and found myself in front of the steps to the capitol building. And surrounding it were hundreds if not thousands of people.

"Let him go!"

"He's a goddamn hero! Not a criminal!"

"We love you Spidey!"

I felt bad manipulating them like this...but I needed the attention, the whole world needs to watch. I looked around, there were so many people standing behind the barricade, young, old, kids dressed up like Avengers, old men in military uniform looking proud.

As I was guided up the steps I saw so many new reports on standby it wasn't even funny. Did I honestly get much public attention to myself? Each news station reported it in a different manner.

"..We see now the terrorist Spider-man is being brought before the Capitol building," said the Republican Fox News.

"...Everyone is waiting with bated breath to see if the teenage hero from Brooklyn will fight back against the allegations," went CNN.

"..What we do know however, is that Peter Parker, also known as Spider-man, is the first Avenger ever to have become a terrorist, which justifies some of the claims and worries the lead public analysers have theorized over the months since the Avengers first formed."

"...This is said to be the trial of the century..."

"..With overwhelming demand from the public, the Legislative division has been forced to allow cameras into this hearing..."

"...Some say this impartial treatment is because of Mr. Parker's actions as a hero and deem it as a form of nepotism..."

I climbed the stairs as suddenly a hush fell over the crowd.

"Mommy look! It's Ironman!" I turned, and sure enough, Tony came flying down in a new suit, I think it was the same one he used for Ultron, Mark 43.

He floated before me, nodding "Pete."

I nodded back, "Tony."

"Step away Stark, don't get any ideas," the lead officer said as they all leveled their weapons.

"Relax, I'm not here for that," Tony snorted as the suit suddenly popped open as Tony walked out in a well made Armani suit, purple tie and a small circular pin on his grey jacket that resembled my mask, "I'm here as me, not Iron man."

The men looked at each other before slowly putting their weapons down. "You can come along, but don't get any ideas," the lead officer ordered.

"Wouldn't dream of it hon," Tony grinned as his suit flew away, "shall we?"

I rolled my eyes as we continued, the doors to the capitol building was opened as the nearly empty hallway greeted us. I groaned curiously, "where is everyone?"

"Inside, waiting," Tony replied, "it's going to be the trial of the century, didn't you here? Oh, that's right, you didn't, I doubt you got Wifi wherever Fury threw you."

I smirked at his raised voice, "something biting you Tony?"

The man stopped and turned to me, he looked furious. He looked to my guards and spoke, "give us a minute?" they looked unsure, Tony growled, "we saved the world atleast once, can we not get a goddamn moment of privacy?!"

The men slowly moved back, but never too far away. Tony sighed and rubbed his eyes, they were dark and heavy, he hadn't been sleeping well.

"How's Riri?" I asked.

"Fine...considering she tried to sneak out and track you and spring you over five times the past week," Tony sighed, "like the rest of the goddamn world."

"She's got too much of her father in her," I smirked.

Tony snorted, "figured…." he looked at me, his face growing serious, "Peter...what are you doing?"

"Tony...relax, I got this, I promise," I smiled, "do you honestly think I wouldn't be here if I didn't want to? Please, Fury's cage held me for five seconds before I got bored. I promise Tony, I'm here...because I want to."

"I see...so I'm supposed to expect a sixteen year old child to know what he's doing? Hm?" Tony asked.

I shrugged, "you trusted me to save the world didn't you?"

He clicked his teeth and looked away, "it's not the same."

"How?"

"Because they will throw you away in prison for life!" he snapped.

I shrugged, "if I fail to do what I set out to do today, then yeah, I deserve it. But right now Tony...I can't walk away form this."

He growled, looking away as he held his head in his hand, "I...I don't want to watch you go to your death kid...you're making yourself out to look like a martyr."

"If that's what I have to be," I walked past him, my guards quickly came forward and surrounded me as we moved forward, leaving a disgurentedly and angry Tony Stark behind. I sighed, I really hope I was doing the right thing.

The doors to the main room opened up and I was motioned inside, there were thousands of people inside, all in suits and looking professional as shit. Camera's, photographs, everything. I recognized a few faces, like the senator who tried to take away Tony's suit and some...lady...oh whatever, like I even care.

I was taken to the defense position which was empty, I didn't need Matt here anyway. I was released from my cuffs and placed on the seat as twelve congressmen and women sat before me behind a large circular table.

"The case of Peter Parker Vs. the People shall now begin," the oditor spoke up, "I request silence from the audience and reports at this time, if silence is not met, you will be forced out of this room for the reminder of this hearing."

"Thank you," the councilman from Virginia said with a shit eating grin as they all turned their attention to me, "Mr. Parker...you sit here accused of planning and carrying out a terrorist bombing on the Triskelion, the SHIELD HQ on American soil. How do you plead son?"

"Not guilty," I replied. Immediately the room went into an uproar as everyone began to whisper. It took the orator a moment to bring them all under control.

"I'm sorry, but are you saying that this is not you?" the man snapped his fingers as an assistant turned on the two flat screen TV's they had in the room, displaying a surveillance footage of me on the roof with Felicia and Wanda, thankfully both of their faces were away form the camera, but mine was not.

"Oh, that's me," I nodded.

"So you admit then, you're guilty?"

"Of what crime?"

"Of blowing up SHIELD!"

"Yes, that I am guilty off."

"Then why did you say otherwise?!"

"Because the first time you called it a terrorist bombing, and I assure you, while I did blow up SHIELD, I didn't do it because I was trying to spread terror."

"Oh? And what exactly were you trying to prove?" the man snorted, looking down at me. He wanted me to explain, give me just enough rope to hang me with it. He didn't realise, that was exactly what I wanted.

"I wanted to stop HYDRA who planned on using SHIELD's weapons to rule the world," I replied.

"What?!"

The room went into a panic and I sat back and watched it go down. I waited and the orator brought the court back into order, I stood up as all attention came to me. I turned and faced the cameras, I knew it was a live stream, which was only natural.

"HYDRA is SHIELD, they infiltrated it, took over and tried to use the world's own resources to bring it down," I snapped my fingers, immediately the TV's frizzed out as hundreds upon hundreds of documents came up on the screen, "I'm currently uploading every file I have about Project Insight into the web, what SHIELD knew, and what HYDRA kept from them."

The people gasped as they took out their phones and searched, and sure enough, my fake accounts had posted links to the uploaded files and the server farms already, it was like Christmas came early.

"Excuse me, but what is Project Insight?" a reporter asked.

"We are here for Mr. Parker's trial, not a press inquiry!" the councilman tried to bring attention back to them, but I had the reigns now, and it was time for my plan to bring.

I took a deep breath and began, "Project Insight...was a project born out of fear. Out fear of the unknown, of the idea that one day Aliens might come back down and kill us all. But when we allowed out fear to blind us a bigger threat came out, a man-made threat. Ourselves. HYDRA planned on using the weapons SHIELD made to kill anyone and everyone they deemed a threat, using this," I held out a hologram with a stream of code on it, "I found it in the system of the three helicarriers I blew up. It would predict any possible present and future threat to the world, HYDRA would use this list, and kill the threats before they got out of hand."

"Threats? What kind of threat?" a reporter asked as they all eagerly took down every word I spoke.

I smirked, "what kind of person scares an organization who bring about fear? To HYDRA, these people were threats, but to us? They are our salvation, born to fight oppression and for freedom."

"Someone stop him, this isn't a press release!" the councilman from Iron Man 2 cried out.

I turned and pointed a finger at him, "he works for HYDRA too," I had Sexy display the list Felicia stole of Strucker and there listed was Senator Stern's full name, "and he planned to fuck all of you over I'm sure."

"W-what?! He's lying! Obviously! Someone stop him!"

"Oh shut you wannabe Donald Trump reject," I snorted, turning back to the eager reporters, "I gave Director Fury this list of HYDRA operatives, and yet in the last week since I was incarcerated, not one mention of this list was made. I'm sure he's trying to keep things quite, to maintain the faith the world holds for SHIELD but...damn him. No more, no more lies or deceit. We can't keep playing this game of shadows, not when the lives of all mankind are at stake.

"We need to be more...we need to be better. We can't allow hate to guide our actions anymore or else stupid shit like this will keep happening! The world is filling up more and more everyday with people with powers and we can either be afraid and run, or we can stand with them, and earn the right to call us human.

"You know what that word means don't' you? Human? It means to be compassionate, to be empathetic. How can we do that, when we are so ready to hate and reject that which is different from us? Mutants are the next stage in human evolution, we caused it, and now we must accept the consequences of our actions. We must stand together and stay strong, because tomorrow...a threat which even a team of seven heroes won't' be able to face alone might come around, and we'll need everyone..every single person on the planet to speak up and be a hero.

"The time of being afraid is over...from now on, it is the Age of Heroes!"

The room exploded, and I smiled.

"You're sentenced to life in jail! No parole for leaking state secrets and being a traitor!" Senator Stern cried out.

"As far as I care, the only traitor in here is you Stern!" I spat, the wad of spit his tting his face, "fuck HYDRA!"

"That's enough!" the men standing in the side charged in and grabbing me, I didn't resist much as I let them pull me away. The people cried out and yelled at me, demanding more answers, demanding I be allowed to talk some more.

I smiled as I was dragged away, I had did it. Fury's dirty laundry was exposed, he couldn't hide anymore. HYDRA was exposed, all of SHIELD's secrets. They now had two choices, adapt and overcome, or die. Either Way, the world will not be the same.

This world has too many problems and to few people willing to do anything about it. Heroes were a rare breed, and I needed to make them make a stand, but I knew I couldn't just ask them, no I needed to force them.

There was so much prejudice against powered people, so much hate. I needed this time to speak out against it. I knew people would hate me for it, I knew most wouldn't' listen, but I had to try. I needed to do that at the least, for what I did next would surely ruin their lives as a whole.

HYDRA will now be forced on the run, and for that single fact alone, I'm happy to have done this.

I was thrown into another armoured truck which speed off. I looked around and frowned at the men, they weren't SHIELD, no, they were dressed as army. And the man sitting right next to me wore a beret, not a helmet.

I blinked, immediately recognizing him, "General Ross?"

The man smiled, "hey kid...long time."

"Yeah...what is this? Where is the SHIELD team?" I asked.

"You got sentenced remember? You're being taken to a newly made prison for supers, where you'll be thrown in a hole and left to rot," he said in a worried tone.

I narrowed my eyes, "I see…."

"You don't seem worried," he raised an eyebrow.

"I don't," I knew it wouldn't really hold me, I doubt anything could right now. My tech is too advanced for it, "and besides, why do you care?"

The man smirked, "you would be surprised that I do…." he sighed as he took off her green beret, "do you know the difference between a vigilante and a soldier is Parker?"

I raised an eyebrow, "what is this? Philosophy 101?"

"Answer the question kid," he grumbled.

I snorted before thinking for a moment. I then spoke, "there isn't much...a soldier fights because he's ordered. A vigilante fights because he can."

Ross nodded, "not a bad answer...but do you know mine?"

I sighed, "I'm guessing you're going to tell me even if I say no aren't you?"

The soldiers next to us smirked, Ross himself smiled, "yes...to me a soldier is a hero, he laid down his life for something greater than himself...and he is willing to do that whenever he's asked. But a vigilante...they only fight for themselves and for their needs. As such….they have no honour."

I shrugged, "whatever makes you sleep at night Ross...but I know a few people who embodied the very epitome of goodness...and they are damn fine heroes."

He nodded, "maybe...but I can only agree with you on one person."

I raised a curious eyebrow, "really? Who?"

He turned to me, "you," he looked at the soldiers around us, "you don't recognize them...do you?"

I narrowed my eyes and looked around, I realised the soldiers were all smiling, at ease around me, most had even placed their guns aside form their person. "No...why?"

Ross snorted, "they're the soldiers you saved Parker...that day in Harlem more than a year ago. Remember? When you stopped a fuel leak from the helicopter...you saved each of these men's lives that day. Not the Hulk or Stark...you...and for that, we all owe you our lives."

"When I told my kid I was the first person Spider-man saved, he was ecstatic," a soldier to my left said with a smirk, "every time you showed up on the news, saving people, stopping monsters, I would at the screen and tell my kid, 'see, that's the guy that brought your daddy home'."

"We all owe you our lives Peter," Ross spoke, "and soldiers don't forget their debts. Not like the whims of a politician. We have our order yes, but damn them, damn them all," he took out a piece of paper and slipped into my hands, "Rogers and the rest are waiting for you at this location."

My eyes widened, "you planned this out?"

Ross nodded, "yes, but we don't have time to explain. Quickly, knock us out and escape, I know you're strong enough to escape out of those cuffs."

"What?! You want me to escape?" I blinked, "why?!"

"Stark told me you were in danger, that's why we volunteered to take you away after your sentencing," Ross motioned to his men, "I hand picked these men because I knew they would be more than willing to cover for you."

"But why?" I asked, "why do you want me to run from the law? What is the end game here?"

"Why? Do you have a better plan?" I thought about, I didn't have one. I always planned on breaking out and doing my own thing, might as well do it now then.

SNAP!

I broke out of my cuffs easily and looked around, "I'm sorry, but this is going to sting," electricity sparked across my finger tips.

"Do what you have to do kid," the soldiers said, smiling all the while.

I carefully stunned each and everyone of them, leaving Ross for last. "Godspeed kid," Ross whispered as I shocked him unconscious as well.

"Black Spider mode," I growled as my armour shimmered alive, transforming form it's suit mode into my armour. I approached the back door of the van and kicked it open. I shot a web line out and jumped out, swinging away as the van turned a corner.

The address Ross gave me was too an abandoned warehouse in the outskirts of the capital. But ten minutes into my career as a runaway from the law, the entire city was covered with police and military personnel.

I had to hide in the shadows and stick to the rooftops, using stealth mode to make my way around. It eventually got so bad they had called in helicopters as well.

I looked over from atop a residential building and saw the sky filled with choppers and personnel. If SHIELD was behind this...that would explain why the city turned into a fucking war zone in 10 minutes flat.

I managed to finally sneak into the warehouse and sure enough, between several large wooden and metal crates, was Cap. Standing next to him was Tony.

I landed before them, startling them all as my costume shimmered out of stealth mode, "hey."

"You're suit has stealth mode as well?" Tony groaned, "of course it does. Out done by a 16 year old, I can't believe this."

"Careful Spider, I think you hurt Stark's feelings," Cap smiled.

I allowed my suit mask to retract, revealing me face to them both, "yes well, no reason for me nto to excel at something."

"So...this is what you had planned," Tony remarked as he took out his phone that was playing a newsreel.

" _The startling claims and files leaked by Peter Parker has sent the world a frenzy. Ove a million copies of said files have been made. And the listing of HYDRA agents has already found over three hundred names in high government position all around the world. Said people have now been put on a watch list, the FBI and CIA are scrambling to form a task force to investigate them for any truth the charges leveled against them._ "

"You put up the names of every single HYDRA agent in the world Peter. Fury would have handled it, but now…." Cap said warningly.

"He was moving too slow for my preference Cap," I shrugged, "I don't trust Fury...not anymore. Not after what he did. This way, no more secrets, no more hiding."

"But you also alerted them that we know," Stark argued, "and not they are scrambling to hide, to bury themselves."

"And they can never ever hide again," I argued back, "the world now knows about them….and if they ever plan anything like this again, it won't be a last second surprise. By keeping this fight in the shadows we allowed them to thrive, but now...now the world knows about them, and more importantly, the Avengers know about them."

"So is that your plan?" Cap asked, "to have us handle them?"

I nodded, "yes, and frankly I don't trust SHIELD to do the same...but I know it will be difficult, so I have something that can help," I reached into my belt and threw a pendrive into Tony's hands, "that is the full list. A list every super powered hero who can help you. I got it from HYDRA's system, they already know about these people, so I would suggest you hurry."

Tony foran, "what do you want us to do with it?"

"Find them...recruit them. Train them," I sighed, "we need more heroes Tony, and we need people. Doom almost won last time, not the mention...we have other threats coming for us."

"Like what?" Cap asked.

"The man who gave Loki his scepter," I told them, "Thanos...he's coming. And we, all of us, need to be ready to fight him. So use that list, and build and army, I'm trusting both of you to do it, since I can't really do so."

"And what about you?" Cap asked, "Ross and I didn't have a plan, we just...we didn't think you deserved to be sent to jail for the rest of your life. Not for doing what was right."

"You might be a wanted felon, but I'm guessing you are smart enough to use this to your advantage," Tony hummned.

I sighed, "well...I have an idea on where to go. But first thing's first. Where is my car?" Tony grinned, he snapped his fingers causing a large wooden crate behind him to pop open, relieving my car inside. I grinned, "perfect."

 **Three hours later:**

Felicia walked through the halls of the mansion. When she woke up after her ex tased her a week ago she felt it was karmic. She tased him and left to protect him and he did the same.

The nights following that Felicia was tempted, so very tempted to just get up and leave, to find him, break him out and run. But Jean always stopped her.

The girl didn't talk much, Felicia felt isolated and alone, she couldn't help thinking this might have been how Peter felt when she left. She felt horrible, but she knew, right now, she deserved at least some of this misfortune.

"He got out?!" she heard Kurt cry out, but ignored him, these mutants were always so loud, she figure it was just some game they were playing. She sighed, today was the day of Peter's trial, but she couldn't bring herself to watch the man she loved get thrown into prison.

She was already forming a plan in her head, how to get him out. She could ask her father for help, the man wouldn't like it, but he would agree to help, for her. And even if eh didn't, Felicia knew she could ask at least Jean for help, though the girl still disliked her.

She walked out to the gardens, it really was an amazing and quite place to visit. And best off all, it was quite. They didn't bother her here, they knew she wouldn't like it. Felicia sat down on the outdoor white swing and looked out into the flora, it was so...beautiful.

"Hey..." the voice startled her, but immediately she smiled.

She turned, she saw him standing over him with two small bags on him. A lazy smile on his face as he was dressed in a black hoodie and blue jeans.

"Hey..." she replied, a small smile growing larger and larger, tears running down, "you came back."

"Yeah…."

"I didn't think you would…."

He smiled, "now you know how I felt when you left….speaking off...you should probably head back to Smykaria. Silver will protect you...it's dangerous here."

"No," Felicia said adamentally, "never again...I'm staying here, with you and Jean...where I was meant to..."

He snorted, "fine..." he looked at her, there was still this...gap between them, this wide gap that didn't seem to close anytime soon. But, she hoped, hoped against hope, that one day, it would. And right now, she had all the time in the world to do just that, get this relationship right.

* * *

 **Does this mean they are together and everything is the same as before? No...but this is the begining of a relation being rebuilt and I as it is, it will make space for another in it, Jean. Like a tree growing around a pillar, so too will thier relationship.**

 **P.S. the reason I was late in this was because...I'm drunk. So...yeah. Don't beluve that guest user, if it's me, I'll use my account to review and tell you guys I"m late. Bye.**


	61. Knock-knock-who's there?

**End of May:**

I heard the doors to the lab open up. I pulled my eyes away from my work and looked over my shoulder, seeing Jean leaning against the door with an amused smile on her face and two cups of hot coffee.

She wore a set of tracks, grey with a blue 'X' on the side, and a black top that hangs loosely of her body. She had her hair tied back, no makeup on her face, but still looked amazing to me.

"Morning," she smiled as she walked in.

"Morning?" I asked in surprise as I took the cup she offered, humming in joy as the scent of the tar like substance hit me.

"It's six, have you been here all night?" she asked curious, amused all the while.

I sighed, "kind off, yes," I sipped the coffee and sighed in relief, I may or may not have developed a caffeine addiction over the months since I can't seem to start the day without a cup at least. But then again these days I need the energy, I was spending a lot of sleepless nights in the X-men's lab, which Xavier was kind enough to allow me to use while I stayed.

"What are you working on this time?" she asked amused as she looked over my shoulder, raising a single perfect eyebrow at the sight behind me, "a...box?"

I smiled and turned, on my table was a black box five inches tall and wide. Simple and perfectly leveled. It's edges were rounded so as to not cut anything, and no matter how one looked, they wouldn't be able to find a single mark on the surface of the cube.

"It's made out of vibranium," I explained, "using my limited knowledge of the substance I was about to create a containment box using it."

"Containment? For what?" she asked curiously.

"For this," I tapped the cube's top, pressing my hand against it long enough for the cube to turn blue slowly. I then channeled my magic into the cube, allowing the runes I carved inside of it to react to me before stating in a clear voice my real name, " !$3$! #$!"

Jean blinked, "what?"

"Password," I explained as the box opened itself, revealing a velvet cushion on which rested a single yellow gem that bathed both Jean and I with it's light.

"What is it?" Jean asked curiously.

"It's...complicated, but dangerous, very dangerous," I snapped my fingers, the cube locked itself, returning to its stasis like state, "it gives out gamma energy along with theta waves, as such people can use that energy to track it. But as long as it's in that, no one will be able to detect it."

"But just a fingerprint and a password? Isn't that...I don't know, somewhat basic? I mean if this thing really is that simple, shouldn't it be more difficult to get in?" Jean enquired.

I smiled, "you heard me speak, can you repeat the password?"

Jean blinked, "oh, it's...ah.." she groaned, "why can't I...why can't I remember it?"

I grinned, "because it's impossible to remember. Plus, even if they do somehow get my bioscan and the password, the second which is impossible, they would have to also replicate my aura and magic, which is most definitely impossible as everyone has a unique aura."

Jean blinked, "magic?"

"Yeah," I snapped my fingers as the box slowly began to levitate into the air, causing the psychic to gasp in shock.

"Peter?! Are you a mutant too?" she asked eagerly.

"Haha, no, I ah...it's complicated," I smiled as I summoned the box into my hand, "but yes, magic is real...and it actually holds a few answers that the professor and you might find interesting. You see anyone, and I mean anyone, can learn magic, the only difference is that the x-gene allows mutants to know this knowledge instinctively, thereby serving as a cheat code of sorts to said knowledge. You get it?"

"So...can you read minds?" Jean asked.

I shook my head, "no, telepathy is...harder. I can't seem to crack it, but telekinesis is easier though," to show her I had the cube levitate around my hand, I smirked, "cool huh?"

"So...are mutants magic?" Jean asked.

"In the strictest sense, yes," I nodded, levitating the cube back on the table.

"Magic..." she shook her head, grumbling as she sipped her drink, "it's too early in the morning for this. Next thing you'll tell me Hogwarts is real."

I smiled, "it's called Kamar-Taj, it's not in Scotland but Nepal. And it's not as fun as Hogwarts."

Jean spat out her drink, "what?!"

I threw back my head and laughed, "yeah, Johnny did the same thing."

Jean grumbled, "damn it Peter, everyday it's something new."

I smiled, she smiled back. We stood apart, a few feet separated us. She leaned in and I blinked in surprise as she tried to kiss me. I wanted to kiss her back, but then the thought of the girl with silver like hair staying in the room opposite to mine came to my head.

Almost on instinct I moved back. Jean felt me move back, she opened her eyes, worry in those green eyes shined through, "what's wrong?"

I didn't know. I wasn't with Felicia, I knew that, she knew that. She spent the past few days happy just helping the mutants in the school, talking to them, becoming friends. But every time I entered the room, I saw her looked at me and smile, hope of more there just behind her eyes.

I sighed, "damn you Felicia."

Jean smiled, "too soon?"

I nodded, "yeah..."

"Peter...you know, I...I feel the same way. She didn't just leave you..."

"Yeah, but you weren't on your death bed when she left."

Jean sighed, placing her cup on the table she took my hands in hers, "Peter...you know she hates herself for what she did right?"

"How can I know she won't leave again?"

"I suppose you can't be sure but...Peter, she loves you, and if I'm being honest, she also misses me, but you a little more," she smiled.

I chuckled, "right...so, what? We should just be one big happy threesome? You do know that polygamy isn't really accepted socially right?"

"Neither are mutants," she smiled.

I smiled, but slowly, I let my face fall, "I think...I think I just need time Jean."

"No, what you need is too spend some time together. You don't even talk to her Peter...how can you expect to forgive her if-"

"-there was never anything to forgive," I replied, "it's just that...I don't trust her. I've forgiven her but I don't' know if I can still trust her."

"How can you know? If you don't even try to talk to her? If you don't even spend more than a minute alone with her?"

I looked into Jean's eyes and sighed. I leaned forward, pressing my head against hers, "so...what do I do?"

I could smell her joy, "well...if you must know, my school is hosting a junior prom...since you and Felicia can't come and rest of us are going...you'll be all alone...with her."

"So you want me to spent the time with her?" I grumbled, "that's going to be difficult to do Jean..."

"I'm sure you and that big brain of yours can figure something out," Jean smiled, planting a kiss on my forehead, "now come on, you need to eat something and wash yourself, because Peter, I love you, but you look like shit."

I chuckled, "yes Birdie," I let her pull me away, closing and locking the lab behind me.

We went upstairs into the kitchen, just as a bowl of cereal came flying through the air at me. I ducked as ti sailed over me Jean blinking in surprise, "well, that's new."

"Get back here Kurt!" Evans yelled as suddenly Kurt teleported out of the room and into the hallway.

"Hey! Don't' knock over my cereal! You already threw out yours!" want Felicia's voice as Evans came running out, throwing a brown spike at Kurt who just vanished away before it did any real damage.

We walked inside and saw the kitchen a mess. Rouge had a look of contempt and disgust on her face, something that Wanda, her new best friend, shared as the two gothic girls sat away from the rest to the end of the table.

Scott looked amused, something Storm and Logan shared. Felicia sat away from the rest, looking disappointed as she held her bowl of cereal in her hands while Kathy just looked pissed.

"Lively morning," I grumbled as Jean and I moved to the table. I was about to sit away from the rest, but when I tried I felt Jean reach out and pinch me.

I turned and glared, she pointed at Felicia who sat alone, I sighed and nodded, slipping to sit by Felicia's side, surprising the girl, while Jean sat on my right.

"Ah, Peter, you're alive, that is nice to know," Charles chuckled, "I was beginning to think you had mutated into a stone statue for a moment."

I smirked, "you know how it is, get caught up in something interesting and nothing can seem to take you away."

"Hm, I see, and just what is it that you're working on?" Charles asked curiously.

I grinned, "something interesting...actually, I was hoping you could come and take a look at it. I could use your help..if you have the time that is."

"I'm free this afternoon, I'll be at your disposal," the man nodded.

"So...what are you working on Tiger?" Felicia asked with a smile.

I smiled back, though it took me a moment, "something...that I hope will change the world."

Wanda raised an eyebrow, "that's quite a claim."

"And I don't' make it lightly," I nodded.

"Well, if anyone can do it," Felicia shrugged.

"So...what's new with you guys?" I asked, looking at the remaining X-men in the room.

"Nothing much, just getting ready for prom," Scott replied with a shrug, "I mean, trying too anyway, but someone keeps being stubborn," he sent a look to Rouge.

"Hey! I told you proms are lame," Rouge snorted, "I'm never going to go to one of those."

"A night where we dress up like pompous bitches and move like we're having seizures? Please, who needs it?" Wanda snorted, sharing a node with her new BFF.

I leaned to Felicia, "told you she and Rouge would get along." The girl chuckled and shook her head.

"So what about you Peter? Did Jean ask you?" Kathy asked eagerly, getting both Jean and Felicia to look at me curiously.

I sighed and hanged my head, I was in a world of magic, future science and so many more things. And yet, here I was, stuck between two girls.

"I doubt Peter can come out given his current...status," Professor X said with a smile, "I'm sure he would love to thought." I breathed a sigh of relief, thank you Patrick Stewart!

"Oh, that's too bad," Kathy grumbled before blinking, "wait, but Jean what are you going to do? Are you going to the prom at all?"

"Duncan asked me out," Jean shrugged, "just as friends though, and I honestly don't want to spend the night here so..."

Felicia raised an eyebrow, "Duncan?"

Jean smirked, "yup, he's the captain of the football team."

"Of course he is," Felicia rolled her eyes as quickly they all devolved down to basic high school drama talk. Apparently some girl got pregnant and a new handsome male teacher was hired on. Basic boring shit.

I honestly hated it, these teenagers around me would one day be legendary icons, but now? Teenagers. I feel like I'm the only mature person in this whole-Oh! Maple Syrup! Me want!

 **That afternoon:**

"So what is it that you wished to show me Peter?" Charles asked as we walked into the X-men's lab, read my lab.

"Here," we approached the containment box with the Mind stone inside. I tapped it and turned to him, "I found it in the custody of HYDRA. It's...special."

"What is it?" Charles asked.

"An ingot of creation itself," I explained as I took the box and placed it on the terminal, connecting several sensory pads along the sides to allow the machinery around to scan it, "it releases mild forms of gamma energy...but also theta waves intertwined. It's most common and simplified name however, is the Mind Stone."

I opened the box, the Professor blinked back in surprise as he saw it's golden glow wash over the entire lab. He looked impressed and nodded, "I see...so, what do you need me for?"

"I want you to scan it," I replied.

He raised an eyebrow, "you wish for me to scan it? Like I would a human?" I nodded. He looked unsure, but sighed and turned out the stone. He closed his eyes and began to focus, and immediately his eyes shot open as he held his head in pain.

"aRGH!" he cried out as he moved back.

"Professor!" I slammed the box closed and ran to him, helping him sit straight as I held his hand, "are you okay? What happened?"

"I-I, that was jarring," he replied, shaking his head. He looked at me and the box, blinking in surprise, "I can't feel it anymore...strange. That box, it blocks it's range?"

I nodded, "yes. While in there it shouldn't be able to influence anyone or anything...why? Did you feel something? Did something talk to you?" I asked, worried that whatever created Ultron might have infected Charles too, which is why I refused to discuss the stone with him until I had a way of cutting away it's influence.

"No...it did nothing of the sort," Charles replied shaking his head, "but it was...an odd feeling. Like a sort of psychic mental interference...odd, yet powerful. Dangerous even," he narrowed his eyes, "it's like I was trying to read over a hundred minds at once."

I groaned, "is it something like Cerebro?"

Charles looked surprised, "I was unaware you knew of that machine, did Jean tell you?"

I shrugged, "we don't' hide much," which was true, she did tell me a few days into my stay here.

Charles hummed, "yes, it did feel like Cerebro, but much...more."

"Interesting," I replied as It turned to the box, if the theory I was working on was correct, then….then it could change the world forever.

"Peter, what exactly is your idea here?" Charles asked with a worried voice.

I turned to him and sighed, "I suppose I do owe you an explanation after that...you see, I...I realised something when I found out about HYDRA. Their methods were twisted...but their idea was in the right."

Charles looked frightened, "Peter...we don't need to have a talk about the just how immoral what you're suggesting sounds do we?"

I chuckled, "no professor, we don't. I'm not planning on creating my own private nazi army, no yet anyway," I winked, "but...what I mean, is the idea of having a unified world. But not through fear and subjugation, but rather through understanding and compassion."

Charles groaned, "an interesting idea for sure, but how?"

"Though this," I tapped the box, "the stone isn't just powerful professor, it's the actual physical representation of the Mind of the Universe. I have a theory, a working one, but I have reasons to suspect it's practical."

"Hm...how so?"

"Well...you know how a spider forms it's webs?" I asked rhetorically and began my explanation, "it uses the silk threads it produces and starts forming anintrecat and connected web that uses various nodes and strong anchor points to form the powerful structure. Using that principle, I think I can use this stone to save us all.

"The stone can manipulate minds. Putting the perverse idea of brainwashing aside, what it can also do is connect minds, which I suspect you did when you tried to read it's mind."

Charles' eyes widened, "Cerebro allows me to read a vast majority of minds, but that stone-"

"-Can connect minds to each other, providing the silk to join two anchors in my web design analogy," I grinned as I saw the look of realisation dawn on Charles, "imagine it professor, every single man, woman and child turned into empaths overnight. Every single one able to feel the other's pain...no more hate, no more suffering, because in the end, you would only be hurting yourself."

"B-but then what about individuality? What about free will?" he asked quickly.

"Free will won't be affected, it's just now we showed them the consequences of their actions," I argued, "and as for individuality...I'll admit, that is a problem. But that's why I need your help Professor, I'm trying to figure out how to make this work, to not go so over the top as too make this...a sort of villain," thoughts of Ultron and Tony's actions came to mind.

But that was the difference between Tony and I, I'm not obsessed with the idea, but a solution came knocking on my door, and I'll be damned if I don't follow it through to its natural end.

The bald man before me looked torn, on one side I offered him a solution to all the world's problems, but on the other, the unknown factors in what I was suggesting was too daunting to ignore.

After a moment, he sighed, opening his eyes and looking at me, "drop your shields."

I did so without a second thought and felt him enter my mind scape. I felt him searching through my thoughts, I didn't know what exactly he was looking for, but it was something important I'm sure. After a moment he removed himself from my head and I engaged my mental blockers.

He sighed, looking at me with worried eyes, "I hoped to find an ulterior motive...a sort of grand scheme you were hoping to achieve. Maybe use the stone for your own benefits...I think I would have almost prefer it if I did find thoughts like that inside."

I snorted, "yeah...would be simpler huh...so? What do you say?"

Charles looked at me, "for the longest time I have been seeking peace. I don't mean to brag, but I am a powerful enough mutant, I could use Cerebro to force people to be kind to each other. I cannot begin to explain the restrain I have had to enforce every morning I wake up and hear about a woman being rapped or a child being killed...so much tragedy...and I could end it..."

"Why didn't you?"

"Forcing people to be kind was never a solution to peace," Charles shook his head, "for a while, it might work, maybe. But then, after my death, what next? Maybe Jean could take my place, and maybe her child after her. But then? There would be a system established, a system that was enforced on people. And when you force people to do anything, there will be push back."

"So...is my solution fleeceable?"

Charles groaned, "in its present state...no," I sighed, but he continued, "but...it's better than what I would have done. If this stone is really as powerful as you claim it to be, then it can help us. A psychic link between every single human in the world, not to share thoughts, but emotions. Thereby it wouldn't be a system controlled by a single person, but held up by every single human on this planet...and it wouldn't be forcing them..."

"...We would give them a choice," I nodded as he restated my argument. He looked at me, and I at him. In the 616 universe he was part of the Illuminati, a group consisted of the smartest minds on the planet Earth, I have no reason to suspect this Charles isn't just as worthy of that title.

He nodded, "I'll help you Peter. I'll come everyday and do whatever you need me to do for however long you wish. But...if it seems like this project is going to fail-"

"-I'll destroy every written and digital record I have on it," I nodded.

Charles agreed, he looked out the cube and groaned, "that stone...how exactly will it fit into all of this? What if it gets destroyed? It's far too valuable for that..."

"Nothing will happen to it," I replied back, "it's indestructible. Literally. It would be like trying to destroy a primordial force of the universe, which it quite literally is. It will exist and continue to exist, but...we do need to be careful."

"It could be stolen," Charles argued.

I smiled, I picked up the cube without a word and threw it at the door. The mechanical doors automatically open up, the cube flew a few feet outside before suddenly it flew right back inside and landed on my table.

"I've installed a magical lock rune on it," I tapped the table, "took me a while to get right, but now the cube can never leave this room without me holding it."

Charles blinked, "what? How?"

"It's linked to my blood," I shrugged, "it's kind of complex though, you see-"

"-No, not that. What do you mean magic?" Charles asked curiously.

I grinned, "oh, this is going to take a while...you ah, you have a moment?" He nodded and I explained, thrilling at the sight of seeing Xavier's jaw drop down in shock several times into my explanation, and hang open when I showed him I was telekinetic.

 **Friday:**

I looked down at the front lawn from inside the mansion. Jean had worn a fairly plain grey dress that went down till her knees. She had gotten into some boring looking blue convertible with a blonde muscle bound jock. He looked pleased, she did not.

Before he drove off she turned up and looked at me, she smiled, " _I'll be back soon,_ " she whispered.

I smiled, " _if you need me to save you from your date, text SOS._ "

Jean chukled, Duncan looked confused before smiling and yammering on about something that quickly cause Jean's smile to vanish. They drove off, quickly followed by the black van that Kurt, Kathy and Evans rode to the prom, Logan being their driver for the evening.

I walked away from the window and walked into the parlor, Wanda and Rouge sat across from each other near the back, both reading some book. A glance at the cover had me rolling my eyes, 'Edgar Allen Poe,' so typical.

Scott sat on a black lounger near the couch, headphones connected to his phone as he smiled and bobbed his head to some song.

And curled up on the couch looking through her phone was a silver haired beauty I knew I really should be making out with right now. She wore a black woolen skin tight sweater that hugged her her chest and covered her neck, the pair of jeans she wore highlighted her ass...damn...I miss holding that ass.

I sighed, leaning against the door frame as I studied her from, remembering how good it felt every time I had her curled around my arms, Christmas...I will always love that holiday because of her.

Jean was right, this awkward silence thing we had must end. And It's time I do something about it. I walked away, heading to the kitchens. I opened up the cooler and found Logan's six pack inside. I grinned and grabbed it along with a slice of cake which I knew Kurt was saving for later.

They were so going to hate me.

I walked back to the parlor and smiled, plopping down next to Felicia, surprising the girl who gave out a startled cry that alerted the others.

I smiled, "hey," I put the six pack of liquor and plate of cake on the coffee table

Felicia smiled, amused, "hey? What's all this?"

"Well, since the other's are out partying, and we are way too cool for that," I rolled my eyes, "I figured we should have some fun too."

"Really?" Felicia said, eyeing me up and down, "what brought this about?"

"I realised that...we need to spend more time together," I shrugged, "and I know I've kidn off been an ass by ignoring you so...I figured we might as well get drunk."

Felicia chuckled, "Peter, you can't get drunk off of this crap," she motioned to the six pack.

I winced, "don't' let Logan hear you say that."

"Hey, it's the truth!" Felicia chukled.

"Well, I'm going to damn well try," I replied as I reached over and took out two bottles, I handed one to Felicia and raised an eyebrow.

She rolled her eyes, "fine," she took the offered beverage and smiled as I put my arm over her shoulder.

"Cool," Wanda suddenly spoke up as she got up and walked over, swiping a beer from the pack.

"Hey! That's mine! I stole it fair and square!" I cried out.

She rolled her eyes and she sat down next to me, "you really should learn to share," she winked, opening the bottle and taking a sip, shuddering the moment it touches her lips, "Kitty Kat was right, this is crap."

"Well it can't hurt to try," Rouge mumbled as she walked over and grabbed two bottles, one for herself, offering the other one to Scott who looked surprised. She raised an eyebrow, "well?"

The boy with shades looked unsure, "I-I don't think that's a good idea."

"Oh come on Scott, loosen up," Felicia rolled her eyes, "it's just a single beer. Even if you have never drunk before it's not like you can get drunk off of that."

Scott blushed, "well, I mean...what about the Professor? We could get in trouble."

"He's a telepath Scott," I shrugged, sipping my drink, "I'm sure he already knows. And if he doesn't, then that's on him."

"So, drink up," Rouge said, pushing a drink into his hands as she sat on his lap, putting both her legs up.

The boyscout blushed and sighed, "f-fine...one drink," he opened the bottle and sighed. We watched with anticipation as he brought it to his lips and the liquid hit his tongue. Immediately he flinched, spitting it back into the bottle, "God that's terrible! Why do people like this?!"

We all laughed aloud. Wanda smirked, "give it a while, you'll get used to it."

Scott grumbled, "I doubt it," he then noticed Rouge almost inhaling her drink, shocking the boy, "woah...how?"

The Goth blushed, curling a stay hair behind her ear, "I ah, this isn't my first time drinking."

"When?" Scott asked curiously.

Rouge shrugged, "when I was thirteen. I got into my mama's liquor cabinet. I grabbed the first thing I saw, a bottle of rum, and downed it whole."

"Oh," Felicia and I winced.

Rounge nodded, "yeah, not the smartest idea."

Scott blinked, "I see," he turned ot Wanda, "you?"

The Witch shrugged, "Vodka, raw. When I was twelve I managed to get some from Pietro, he had been drinking it too, but because of speedester metabolism he couldn't get drunk, so he thought it was just water. So did I, so when I drank it..."

I groaned, "I know that feeling."

"How so?"

"Same first drink," I replied, "vodka, with cranberry juice," I shrugged, "figure if I fill half the cup with vodka and half with juice I would be fine...not the brightest move."

Felicia threw her head back and laughed, "Peter! How?"

"Hey! In my defence I was thirteen! And I wanted to show Harry that I was cool," I chuckled, shaking my head at the original memory this body had.

Felicia smiled, "well at least now you don't have that problem," she said as she reached up and held her hand in mine, and for the first time, I didn't feel like flinching away.

"Wait, what do you mean?" Scott asked curiously.

"Oh, don't' you know? I can't get drunk," I shrugged.

Rouge's eyes went wide, "seriously?!"

I shrugged, "well, not literally, but yeah. I have an extremely high tolerance rate. Very, very high..."

Wanda snorted, "I used to live with a speedster, I know how annoying it can get. There was this one time Pietro broke into and drank an entire liquor store. Worst part is, the owner never could prove it was Pietro as no _human_ could have drank so much and lived."

We laughed as soon the night turned pleasant, we chatted on and on, laughing, joking and in some cases, insulting.

"I'm just saying," Rouge put her hands up in defense, "you're dad has a super weird fashion sense. I mean, come on! A cape?! Who wears a cape?!"

"Hey! I was thinking of getting a cape!" Wanda cried out, laughing hard with the rest of us.

"Neah, not a cape, you should get a coat," I told her, "like a long ass coat. Red coat...with maybe a hood. Oh, we could call you the Red hood! Little red riding hood!"

Wanda groaned, "worst idea ever."

I shrugged, "okay, I may suck at giving names, but I am an excellent costume designer. So you need a suit, just ask."

"You should take him up on the offer, he really is good at designing suits. He made mine after all," Felicia said as she leaned on my shoulder, over the course of the night we had gotten closer together, the girl now had her legs over mine, any awkwardness we shared had vanished.

"Wait, he made that costume?" Wanda blinked, turning to me and looking me over, "do you have a thing for full body black leather?"

I grinned, "oh yeah, I do. And redheads, but also blondes."

Scott chuckled, he turned to Rouge and grinned "do you like leather too?"

Rouge blinked, "darlin', you alright?"

Scott chuckled, "I'm fine, don't' worry about it."

Felicia laughed, "I think he's a little buzzed."

I blinked, "he had one beer!"

"Hey, do you want me to get you a leather whip for your birthday?" Scott asked, wiggling his eyebrows.

I sighed, "so he's a lightweight, nice..."

Rouge laughed as she got off Scott, pulling him to his feet, "come on lover boy, it's time for you to get some sleep."

"Don't want too...unless you promise to cuddle," Scott said, wrapping his arms around Rouge who laughed, amused by all of this as she practically dragged him away to his bed.

Wanda sighed, "five bucks says they'll get to second base."

I snorted, "do we look like idiots to you?"

Wanda smirked, "do you really want me to answer that question?"

Felicia snorted, "bite me."

"Sorry, but unfortunately, I'm not interested in joining this little harem you and Red seem to be forming with Spider," Wanda snorted.

I blinked, "harem?" I began to think, I dated Felicia, slept with Jean, and that one night stand with Sue, kissed Tandy, fucked Jessica, kissed Gwen….and….oh...fuck… I turned to Felicia, "no..."

Felicia rolled her eyes, "you seriously didn't notice..."

I blinked, "I think it just kind off...damn it!"

Wanda rolled her eyes, "whatever...but were you serious about the costume thing?"

I shook my head, ideas of future drama and other kinds of romantic entanglement were thrown out of my head, I can deal with them later. I sighed and turned to Wanda, "well, yeah, sure, if you want. I mean, I already have a few spare UMF suit's in my bag, you could take one if you want."

"UMF?" Wanda asked with a raised eyebrow.

"Unstable Molecule Fabric," I explained, "tear proof, indestructible and it can transform into any design of your choosing."

Felicia's eyes widened, "what?" she asked with a sharp tone in her voice.

I froze, immediately realizing my mistake. I gulped and turned to Felicia, "in my defence, I honestly didn't remember..."

Felicia groaned, "fine...I'll let you off the hook, but...can I please can a suit? As amazing as the old one is, I don't think I can ever use it again."

I shrugged, "fine, not a problem. Just come down tomorrow and we can get you sorted."

"What about right now?" Wanda asked.

I blinked, "ah, I figured you would just want to read your book or something."

"No, I'm free," Wanda replied, "and it's not like we have anything better to do. Beer's done, and unless you two are planning on reconciling right here and now on the couch, you're free too."

I turned to Felicia, she blinked up at me in confusion. I considered it for a moment before looking away. It was way too soon for that.

I cleared my throat, "fine, come on," I took my hand from Felicia, the girl grumbling, sending a glare at Wanda before all three of us moved.

As we walked to my lab Wanda began to speak up, "so, this suit, it can transform into anything?"

I nodded, sending a mental order to change the t-shirt and jeans attire I wore into a suit and then a bathrobe, "anything."

Felicia's eyes burned a hole into my back, "so I don't have to ever buy a dress ever again?"

I nodded, "yup..."

"And you kept this from me?"

"...yes..."

"You are so lucky I love-" she stopped herself, again that awkward tension coming down on us all. I sighed, over two hours of bonding flushed down the drain. Felicia refused to make eye contact after that, Wanda just looked like she was having the time of her life, and I allowed myself a small smile.

She still loved me, even after I outright ignored her for the past few days...thank you Stan Lee. I was going to say God, but same difference.

We walked up to my lab and the doors opened up. I walked in as the light's turned on, straight to the metal shelf on the far wall which hand boxes upon boxes of stuff. And in one of those were a set of pure white suits I had taken with me before the Baxter building got blown up by Doom.

I took them suits out and held them up. They were plain white bodysuits with dark grey circuits lining the sides and a single circular pad on the side with a USB port attached to it. The girls looked curious, reaching out to hold the suits in their hands.

"So...these stretch?" Wanda asked as she pulled the material, looking curiously at the design.

I nodded, "yup. And if you hold up a picture of whatever dress you wish to emulate to the belt buckle, the suit will change into it. For example I-" I stopped, looking over the girl's shoulders to my table where the vibranium lock box with the Mind Stone rested.

For a moment, I feared it was gone, but it was right there...right there where I left it.

"Peter?" Felicia asked curiously, "what's wrong?"

"Nothing...I think, it's just," I frowned, something was off. Something wrong, but I couldn't put my finger on it. I looked around, I couldn't find anything wrong, and just to be sure I ever used Web Vision, confirming we were the only people in here. But still...something was off.

I walked past the two women, both of whom turned their attention away from the clothes and to me. I walked to the table and picked up the box, opening it up and examining the stone inside.

Felicia blinked, "what's that?"

"Something I was working on," I groaned, it glowed, it felt powerful and even in Web Vision it looked dangerous. Just like it did before...but there was something wrong, I didn't know why.

"Looks like the thing HYDRA was working on," Wanda said with a front, leaning on my shoulder, "you took that thing?"

I nodded, "yes, it's far too powerful and dangerous to just let it go," I shut the box and placed it on the table.

"If it was that dangerous you should have just let it burn," Wanda argued, glaring at me, I could smell her anger, though there was good deal of fear mixed in with it.

I sighed, "if a simple fire like that could have destroyed it, it would have been destroyed a long time ago. I'm afraid, that stone, is not so easily-" I stopped, my eyes widening as I sniffed the air.

That, that was the thing which bugged me. The smell, the smell of excitement, love, joy, hate and so much more, all mixing in with the room. The scent was so...weak though. Almost if it wasn't there at all. Like it was being hidden, but, it was there.

And it didn't come from Felicia, Wanda or me. Meaning there was someone else in here! It took me a second to identify from where. Another second to move my feet to point at the far edge of the room which was relatively empty.

SKIT!

My stingers came out, the bluish white metal reflecting the lights in the room as I leaped into the air towards that scent, arm thrust.

TING!

My claws made out of unbreakable metal was stopped. A set of three greyish metal claws were held up to block my own. They were coming out the hands of a young boy with silver blonde hair with brown streaks running though and bright green eyes.

He growled, his hair cut short wearing a black skin tight suit with a white circle around the center. But I didn't notice much, I didn't notice anything else, because the moment I looked at his face, I froze.

It was the same face I woke up to and looked at for the past two years, the same face I now grew to call my own.

I looked over his shoulder, two girls behind him. One tall red haired girl standing protectively over a small brunette. I looked at them, my eyes landed on the red head and I gasped, "Jean?"

"Shit!" my silver haired doppelganger cried out as I felt a sudden blast of force throw me away. I went through the air, quickly flipping through and landing on my feet. I looked up and watched in horror as the three rushed through the door.

I turned to the table, the vibranium box on the table shimmered and vanished, it was never there. And I knew who had it.

"We have to stop them!" I cried out as I dashed out the lab door just in time to see the three intruders entered the elevator and the doors shutting behind them.

"Shit!" my costume shimmered alive as Felicia and Wanda came to my side.

"Where did they go?" Wanda asked looking around.

"The lift, Sexy, hack into the system and stop it," I said hastily into my coms.

" _I'm sorry Peter, but I cannot,_ " the AI replied, " _something seems to have locked me out of the system._ "

"What! You're the most advanced AI in the world! What can lock you out?!" I asked hastily as we rushed to the elevator, the doors still sealed shut.

" _I don't know Peter, but whatever it is, it's powerful._ "

I sighed, "fine, the old fashioned way," I released my stingers and slashed into the doors. I pulled them out and then pulled the doors open, revealing the shaft inside.

"What should we do?" Felicia asked.

I pointed to the stairs, "take the stairs and try to catch up, I'm going ahead," I jumped ahead as my jetpack activated, launching me upwards. I flew through the shaft until I saw the bottom of the lift.

SLINK!

I cut through it and ran. I dashed through the halls of the mansion, looking around desperately. They could be anywhere, maybe they could go invisible? Maybe they were my clones. If they were it would explain the boy's face and his claws.

Just then there was a flash of light. I looked out the window and saw my car fly up into the air.

"Oh fuck no," I leaped through the window, the glass shattering as I rolled into a ball before blasting upwards.

I flew like a bullet from a gun as I flew to catch up to my quickly retreating car. I pushed my suit to the maximum, the muon particles practically exploded out as I reached out and grabbed onto my car's bumper.

"He's caught up!"

"I said so!"

"Shut up Steph!"

I pulled myself up, gripping the metal with my adhesive powers, pulling myself up to the driver's side and looked in, the silver haired me looked back, glaring.

"For once in your fucking life, can you make something easy?!" he roared.

"Get out of my ride asshole!" I cried out as I drew my hand up, stingers ready to slice through the glass.

"No!" Jean's doppelganger cried out as once again I was blasted away. The Force was so strong it cause my fingertips to rip off the pieces of metal I was holding onto.

I flew away, head over feet. On instinct I shot a webline out, catching the car's dumper once more. They tried to shake me off, throw me off, but I held on for dear life.

And then, the brunette got out. I watched in surprise as she actually stood on the trunk of the car and smiled. She wore a full body black suit with a white 'X' on her chest. And over her suit was a giant red trench coat two sizes too big for her.

She smiled, "sorry about this! But we're borrowing this! We'll return it soo! **I PROMISE!** "

Her voice boomed out, energy wave came crashing out and right into me. It was like I was hit by a train, and considering I know what it feels like to get hit by a car that was no joke.

The web line and my arms were ripped off. My head started to spin as I came crashing down. The breeze rushed past my head as I started to get drowsy, vertigo, I didn't think I could get vertigo.

"Got you!" I felt someone grab me. I opened my eyes and swear I saw Jean smiling down at me before I blinked and found myself on the front yard of the Xavier mansion.

"Peter! Are you okay?!" I turned up to see Felicia and Wanda run towards me.

I pulled myself up, my head spinning, "damn it, God that girl is loud."

"What happened?" Wanda asked.

"She had some sort of super voice," I reasoned, Wanda and Felicia helping me stand, "they all have some power. I think that-woah!" my legs crossed as I feel forward, only for Felicia to catch me at the last moment.

"I have you Tiger," she whispered helping me stay up.

I panted, "thanks..."

"They got away," Wanda said looking at the sky, clear of any sign of the kids or my car.

"Yeah...but the question is, who the hell were they?" I asked aloud, my head still ringing too loud to even think properly. But there was one thing I knew. I had to track them and the Infinity stone down as soon as possible, or else existence itself could change as we knew it.

* * *

 **Clones? Alternate dimensions? Nightmares come to life? Who are they? How did they take the lock box? Find out soon!**

 _ **Alright, now, about that Trump joke I made: A few of you called me out on that and rightly so, I apologies, I took time to research on how the claims may or may not be real and that lead me to realize how Trump is still such a dividing issue in the US right now. Sorry for that. Anyway, I promise never to bring in real life politics into this again, FF is supposed to be a release from reality, and I hope we can all just move on and enjoy the story.**_ _ **I won't however be editing the comment out, it's a mistake I made, I know that, but erasing it won't do anything but pretend it never happened. So it's staying up there. It's my mistake, I'm owning it.**_

 **Anyway, next chapter will be up soon.**


	62. Dad Daddy who? Daddy you

Felicia and Wanda helped me back into the mansion, my head slowly stopped spinning, I think the vertigo was finally wearing off.

The moment we entered the mansion Xavier and Ororo came rushing out to great us. "Peter, what happened?" Xavier asked quickly.

I groaned as Felicia placed me down on the main staircase to rest, "someone came in and stole the stone professor, I-I couldn't stop them."

Charles' eyes widened, "they took the stone? How? You said that would be impossible!"

I groaned, rubbing my head, "I don't know...but one of them looked like me, or a support albino version of me. My best guess? Clone. Which will explain why the other one looked like Jean."

"Someone cloned you and Red?" Wanda blinked, "why? And rather, who?"

I growled, "who do you think? Who else knows about the stone and might have the tech to do something like this?"

Ororo narrowed her eyes, "HYDRA?"

I nodded, "seems like it."

"We need to get that stone back," Charles stated, "it's the only proper tool we have to fulfill your dream of a unified world. And, if what you said about its power is true...such a stone is too dangerous to be left in HYDRA's hands."

I nodded, "agreed. But ah, just give me a moment I...I don't think I can move just yet."

"Take your time," Ororo said, patting gently on my shoulder before turning to Felicia and Wanda, "Felicia, get Scott and Rogue, we have a mission."

"Ah, yeah, about that, Scott's, ah...well, he's sort off out at the moment," Felicia said nervously.

Ororo raised an eyebrow, "out?"

"He's...ah...well..."

"He's drunk," Wanda cut in.

Ororo raised a single eyebrow, glaring at us all. Felicia gulped, "but I'm sure after a few glasses of raw egg yolk he'll be good to go!" She rushed off, heading straight for Scott's room on the first floor.

Ororo sighed and turned to me, "really?"

"I didn't expect someone would clone me and use said clone to steal the infinity stone," I grumbled, rubbing my temples, "God that girl can scream."

Ororo sighed, "fine...Wanda, I understand this isn't your fight, but we can use your assistance in this matter as it is of a delicate-"

"-I'm in," Wanda cut through.

I raised an eyebrow, "you are?"

She nodded, "I know how dangerous that stone is...it is the reason I got my powers after all. So HYDRA having it would be bad...or whatever. Honestly, I'm more curious about the three kids who took it, and how they managed to trick your tech," she ended with a curious frown.

I sighed, I looked at her arms and saw my UMF suit clutched in her grip. "Well, if your serious about this, then you better suit up. You'll need all the protection you can get."

Wanda looked at the white suit and sighed, she glared, "it better stretch."

Ororo nodded, "do it. Peter, is there a way for you to track the stone?"

I sighed, "no. I designed the box so that it can't be tracked...I don't even know how these kids did it in the first place. It should be impossible but….maybe...yes!"

"You have an idea?" Charles asked in surprise.

"Yes, I think," I groaned, "my car. I can track it, but not through the GPS. If these kids are half as smart as I guess they are they would have gotten rid of that. But...not the moan particles the car lets out to fly! Yes! I can track that!"

"Do it, and while you do that I'll alert the kids at prom," Ororo replied, turning away and leaving quickly.

I sighed, "Kathy is so going to be pissed."

 **Twenty minutes later:**

Wanda pulled on her uniform, "you said it would stretch out more."

I sighed, "I did. If you want there's a setting to increase the size. Just think it and it'll be done."

Wanda groaned but nodded. She closed her eyes and a moment later her full body UMF suit grew in size. She smiled at the now baggier looking clothes, "great. At least now I don't look like a stripper."

"You say that as if it's a bad thing," Felicia smirked as she stood in her own version of the UMF suit. Before we left the girls slipped into said suits and changed the settings into what they felt most comfortable in.

Felicia turned her into the version of the suit she had before, minus the stitching and defects. It was much more resistance and energy absorbent, so a much better upgrade. The only major difference was that she now had a black choker around her neck with a spider on it. Really subtle there Kitten.

Wanda however just went for an ordinary full body deep scarlet suit with a red overcoat. It was simple and efficient, and I honestly think she didn't really care about what she wore rather than the protection it gave her.

Ororo lowered the invisible Black Bird onto the football ground where the prom going X-men had gathered. The landing platform lowered before Logan, Kurt, Kathy, Evans and Jean as they quickly got in.

"What happened?" Jean asked as she immediately rushed to me. I sat in the back with Wanda and Felicia besides me, the latter looking overly concerned, while Wanda just rolled her eyes.

"Someone took his stone," Wanda snorted.

Jean's eyes widened, "how?!"

"It's complicated," Felicia shrugged.

"You all better have a damn good reason for ruining my night, cause I was having a magical moment dammit!" Kathy cried out.

"Someone took an object of literal infinite power from my lab. It can control the minds of people and turn them into slaves," I replied, glaring at the girl.

The jewish mutant blinked, "oh….well, then where is my costume?"

"In the back," I got up and walked over to the backward locker and opened up the inside revealing five more UMF suits, "get ready."

Kurt looked confused, "I don't mean to complain, but white really isn't my colour."

 **Twenty minutes later:**

As the jet flew over Manhattan, Kurt grumbled tugging on his black skin tight uniform that covered his whole body, "are you sure about this suit?"

I sighed, "yes Kurt. For the last time, you're now bulletproof," I looked at the plane's onboard monitor and groaned, "that can't be...why would they even go there?"

"What's wrong?" Jean asked,

I tapped the map on the screen, showing the path of muon particles being excluded out into the air, "they're heading straight for the heart of Manhattan…right for the Baxter building."

"They probably want something there," Felicia supplied, "you always did say that place had the best toys. Maybe if HYDRA really does want the stone, they would need cutting edge stuff to analyse it."

I nodded, "maybe. Sigh, this is going to be a long night, Sexy, call Sue," I walked away to a corner, Jean and Felicia looked at each other, my suit placed the call as it began to ring. But I was only paying half attention to it.

"What happened?" Jean whispered to Felicia, "I know Peter, he took every precaution against this from happening. HYDRA can't have figured out how to break in if Peter only finished building this thing a week ago."

Felicia glanced over to Wanda, "I...I have a guess."

Jean narrowed her eyes, "no...I don't think so."

"Did you read her mind?"

Jean nodded, "yes, she isn't a spy."

"Are you sure?" Jean glared, Felicia held her hands up in defense, "just making sure."

The call cut off, leaving me nothing but a request for voicemail. I sighed and turned back to the rest of them, "Sue's not picking up. Something's wrong."

"Then we act as if HYDRA already took them out of the picture," Logan hissed as he sat strapped to his seat, trying his best not to puke.

"We've arrived," Storm replied as she slowly brought the cloaked plane down over the Baxter building.

"This seems to be going easier than I expected," Evans whispered as Ororo brought the plane down on the roof.

"It's not supposed to be," I replied as I checked the building's system, "shit. Someone's already hacked into and disabled the entire network. They were here."

"Then let's not waste anymore time," Logan growled, his confidence returned the moment we made touchdown on something solid.

The plane's ramp lowered, I was the first to rush out, dashing to the roof door with Felicia, Jean, Logan and the others right behind me with Storm remaining outside, ready to provide outside assistance, just in case.

We walked down three flights of stairs before I brought us into the main building, which was only accessible through a special access code which only members of the Baxter Building knew.

The emergency exit door hissed open, I peaked inside, the oh so familiar hallway now seeming like from a long time ago. I narrowed my eyes and looked around, it was quiet, too quiet.

I sniffed the air, and gasped. Logan did the same. I turned to him, "that's impossible right?"

Logan growled, "something's fishy."

"What happened?" Kurt whispered.

"There is no scent in this entire floor," I replied.

Jean groaned, "that's a good thing right? That means the FF are out and those clones didn't make it here after all."

Logan shook his head, "that's not what he means Red. He means there isn't any scent here, period."

"Not the smell of sanitizer on the floor, the smell of overcooked pizza lingering over form the kitchen, nothing," I hissed, "this entire place smells like nothing. Which means someone or something is blocking the scent from us on purpose."

Skit!

Logan and I released our claws, the Wolverine growled, "which means they are already here."

"Stay close and remain quite," I whispered as we slowly snuck in. If HYDRA was after the stone, they would need tech to analyse it, and if they didn't find it at the Xavier mansion, my lab here would be the next logical option.

We sneaked down the corridor, I halted for a second, pointing over to my lab door which was slightly ajar. I turned it Jean and tapped my helmet, deactivating my mental barriers.

" _What is it Peter?_ " Jean asked.

" _Can you connect us all telepathically?_ " I asked.

Jean nodded, " _one sec,_ " she closed her eyes and focused, " _done._ "

" _Cool!_ " Kurt said as his eyes lite up, " _are we all thinking alike now?!_ "

" _You're all reading my mind?!_ " Kathy gasped, " _don't think about sex, don't think about sex! Don't think about sex!_ "

" _Enough,_ " Logan growled, " _we have a job to do. Focus._ "

" _Wait for my signal,_ " I ordered as I tapped my belt buckle, activating stealth mode. I silently moved forward to my lab door, I pushed it open and peaked inside. My eyes widening in shock at the sight before me.

Sue and Johnny were tied up with rope in one corner of the room with thick metal collars around their necks and gags around their mouth.

"Mph!" Sue cried out as she glared daggers at the people moving around my lab.

The three clones from before.

My clone sighed, running his hand through his hair, "I'm sorry Ma-I mean, Ms. Storm, I really am, but please, just a little while longer and we will be done."

"Make it a few more hours," Jean's clown replied with a huff as she poured over several calculations running through my monitor's system. It was striking how similar she was to Jean, other than the odd fact she wore glasses, must have been a genetic defect of some kind.

"I'm bored!" cried out the youngest of the group, her brown hair shaking side to side as she sat on a chair and spun it around very much like a bored child would, "do you think he has any games hidden around here?"

Jean's clone rolled her eyes, "this was, I mean, is his lab. He wouldn't just leave video games lying around Steph. He isn't-"

"-Cool! A gameboy!" the little girl cried out as she pulled out a silver Gameboy that I stole from Johnny out of top right desk drawer.

The Jean clone sighed, rubbing her nose, "nevermind."

"MPH!" Johnny cried out, frantically kicking his legs and making such a commotion that my clone bent over and ungauged him.

"What?" the silver haired version of me asked.

"That's mine!" Johnny cried out, "don't you touch that!"

"It's so retro," Steph, as the little one was apparently called, said, looking the small machine over, "and so...old," she turned it on and her eyes wided, "what? You can only have one saved game file?! That so sucks!"

"Don't touch my game file Shorty" Johnny cried out.

Steph turned, her eyes narrowing, "what did you call me?"

Johnny gulped, "p-please don't. I've been playing that thing since I was a kid."

Immediately the little girl's eyes softened, "oh...well, then okay, I won't touch it uncle Johnny."

The Human Torch sighed in relief, "oh thank God, that's a relief-wait, did you just call me uncle?"

I narrowed my eyes and pulled back, deactivating my stealth mode. I quickly supplied everything I saw to the others through our shared mental link, updating them on the enemies positions and the hostages as well.

" _Should we move?_ " Jean asked.

I was about to reply when suddenly a faint yellow glow seemed to die my lab. I looked inside and was shocked at the sight before me.

My deformed clone had pulled out what looked like a glowing shard of some kind of stone. It glowed with an eerie humming preceness, one that I associated with the glow of the yellow mind stone, but since that was still in the box and whole...just what is this?!

" _Peter, should we move?_ " Logan asked again.

I held up my hand, " _no, no wait. I….I need to see what they are planning,_ " I was walking into unknown territory here, I didn't understand what the hell was happening, how did they possess such a two of the same thing?! Did they just destroy the Mind stone? Or did they find something similar?!

Both cases seemed impossible!

"Are you ready Hope?" my clone asked, placing the shard on the table.

The Jean rip-off, named Hope….odd name, gave the shard a glance before sighing, "yeah, I'll begin the infection process. Can you handle it Ben?"

My clone-called Ben apparently- snorted, "you know I can. Come on, the faster we alter the stone, the better," I saw the smaller child grow alert as she stood up and alert, I saw Hope slowly take out the vibranium lock box I had made, and with a flick of her wrist open it up.

Immediately the room was doused with a yellow glow stronger than before. That was truly impossible. The Mind Stone rose into the air, the Jean clone moved it with one finger, bringing it closer to the similar shard Ben held up. They clicked together and suddenly a low pitch ringing came out.

The Jean clone snapped her fingers, summoning what seemed to be a large magical circle with a flame pattern in the middle. The stone began to vibrate louder and louder, my eyes widened as I realised what they were doing.

Were they destroying an infinity stone?!

" _We have to move now!_ " I ordered, sending quick mental commands to the X-men, they knew what to do I didn't actually have to say it all. Kurt, Evans and Logan were ready to move at a moment's notice while Kathy and a hand on Jean and Wanda's shoulder, ready to shift them through the wall in a second.

BRING!

I turned, my eyes widening at the sight of the mind stone slowly starting to crack. I had to move! "NOW!" I cried out as I rushed inside, Felicia closely following right behind me.

"What the-" Ben tuned, his eyes widening at the sight of me, "no! Not now! You'll ruin everything!"

BANFF!

"ARGH!" Logan roared as he came down from the ceiling, claws released, Evans threw his hands forward, sending a dozen boney spikes at the kids.

" **No**!" Steph cried out, the vibrations from her voice so powerful it blasted all three men and the projectiles away.

I shot out a web line to grab the Mind Stone, only for silver me to step in the way and with a flash of claws, ripe the web line into shreds.

"Stay out of this old man!" he growled, "we're doing this for your sake! You have no idea what you're doing!"

"I wouldn't say that," I smirked under my mask as Kathy phase dinto the room, Jean threw her hands out, summoning the stone out of her doppleganger hands.

"What?!" Hope turned, her eyes widening as Jean grabbed the stone.

"Run!" I cried out, leaping forward, bringing my stingers out and down on my silver clone.

"Got it!" Kathy grabbed Jean and ran through a wall.

"No! Steph, stop them!" Hope cried out.

"Right," the little girl turned to move, just as Wanda stepped before her, narrowing her eyes. A flash of red came alive as Wands lifted several items into the air and threw them forward. The little girl cried out, "steel up!" suddenly her skin shimmered metalic as she stood now covered head to toe in a second steel skin, the items bouncing off her body.

"H-how is this even happening?" I asked, distracted at the sight before me.

Jean was running, rushing to the door. She was just about to make it when suddenly a red whip of Vastha grabbed her arm with the stone inside. The end of the magical whip was held by Hope as she pulled Jean back inside, "I'm not letting you go anywhere with that thing!"

"We'll see about that!" Jean sent a telekinetic blast at her doppleganger. And to her shock and mine, the girl didn't even flinch.

"Sorry, but you're going to have to do better than that," Hope growled as she pulled, Jean screamed in pain as her first opened up on reflex, the stone falling down. Hope snapped her fingers summoning towards her.

The stone flew, she grabbed the broken shard they had on their person and the moment she had the stone in her hands she brought them together, causing a shockwave of energy to come bursting out.

BOOM!

My feet instantly activated their adhesive properties, keeping me on my feet while the rest were sent flying back to the walls of the room. Hope stood in the center with what seemed to be two Mind Stones in her hand, cracks slowly appearing in the structure of the whole one.

"ARGH!" she suddenly cried out in pain as her hand suddenly began to steam up.

"Hope!" Ben yelled out.

I watched as the resulting energy form the stones began to burn Hope's flesh, hurting the clone. I needed to stop her, I needed to stop this now!

I raised a foot and brought it down before me. I watched as slowly more and more of Hope's hand started to burn, I was driven by a desire to save her and the stone.

My body struggled against the waves of energy the stone sent out, but slowly and surely I reached the stone, raised my left hand and with a simple mental command my suit exploded out, circling it's form around the stone and plucking it out of Hope's palm.

And into mine.

My naked palm wrapped around the two stones. Hope seemingly dropped down from the strain, from the pain. I squeezed my fist shut around the stone, I felt the small jagged edge of the second Mind Stone shard cut into my palm, blood pouring out and onto the stone.

I instructed my suit to come and cover the stone, to place it in a vibranium hold, separating it from my body and containing the vast amounts of energy it was giving off. But before I saw it happen, my world was killed by a bright flash of light and a searing pain rushing up my arm.

 **Void:**

I seemed to float around in nothing. I felt my body heat up slowly, a burning sensation traveling up my left arm, but slowly cooling down. My body seemed to be going numb.

'Where am I?' I asked myself. I floated in a sea of stars that seemed to extend on forever, but laying before me were two gigantic structure. Both were hued yellow, both in the shape of an enormous diamond shaped crystal.

But while one looked whole and powerful, the other was fractured and broken. It was split in half and covered with burning red runes I couldn't even begin to understand.

I reached out and assembling the floating goliathan figures came closer to me. I felt my hand seemingly reach out and touch the surface of the structure. And then, I felt a foreign preceness invade my mind.

I tried to resist, using every single trick I learnt from Earth 982's Doctor Strange and my own personal training, but unlike Mephisto, I didn't even have a chance. It was like whatever attacked had a backdoor to my mind.

And then, I found myself staring at someone who seemed to be a dark and twisted reflection of myself.

He wore the same armour as I did, yet it's surface was altered with more tech and designs. I couldn't seem them clearly tough as everything below his chest was covered with a haze. But his profile resembled my own face, except aged.

I remembered seeing the older Peter Parker from Earth 982, while this man had some of his features, he looked far more experienced and hardened with colder eyes which were a striking blue and a large thick beard.

He had a long jagged scar running down his right eye, it was aged though, seemingly been there forever. His chest was embroidered with my logo, with a small modification of the spider placed on a glowing red circle.

I blinked, and so did he. "W-who are you."

"Why do you ask questions you already know the answer too?" he asked with a smirk.

I blinked, "no way..."

"Yup….exactly."

"Prove it," my eyes hardened.

He blinked, "what's there more to prove? Isn't the fact that we're here enough for you? Do you honestly think Doom or Thanos has such skill to try and trick us?"

I looked into his eyes and remained silent. He sighed, "shesh, I never remembered being so paranoid. Fine, if you want proof….!#$ ~$ #!."

I gasped, "my name….no...our name..."

He nodded, "yeah, trust me, this is weird for me too."

"H-how?! Why?!" I cried out.

His eyes harned, "because we needed to talk….I inscribed my mind into the shard of the Mind Stone from my time in the eventuality that this meeting would happen. And I figured it would, as smart and amazing as my kids are they really do have a problem with sticking to a plan."

"Kids?!" I cried out, "what the hell are you-" I paused as I remembered the 'clones' I was fighting. I gasped, "they weren't clones were they...they were...they were-"

"-Yes," my future self nodded, "and I'll let them explain the rest because right now I don't have much time," he pointed to his left at the shard of the Mind Stone where the red runes slowly began to vanish, "the kids are here on a mission, ask them what it is if you wish to know. But I am here for one reason and one reason alone. To warn you."

"Want me? Off what?"

"Off the coming danger," he snapped his fingers as the image of the Infinity Gauntlet appeared before us, "we never did really see all the Phase three movies did we?"

I paused, shaking my head slowly, "no...we didn't. Why? What happened?"

Hs grimaced, "Thanos...we thought we could fight him with the skills we have, we were wrong. He is….he was a plague younger me. He was unstoppable. He could fight and beat the Hulk without a single Infinity stone in hand and he can't ever be stopped. I….I was ill prepared, afraid of my own power, afraid to be consumed by it yet I never realised no matter how much we prepared….we could never really be ready."

I narrowed my eyes, "what happens?"

He smiled, "don't worry, we won in the end, but….the price was too high. At first all I was able to do was delay the Mad Titan from acquiring the Infinity Stones, for a whole decade I was able to fight him and his armies off with the help of the heroes. But then...but then destiny still arrived. He won...and while eventually we managed to fight back we lost a lot in the process."

"How? How did you fight back? How do we win?" I asked desperately, "you did all of this for a reason, so tell me what it is!"

He shook his head, "no."

I blinked, "what? What do you mean no?! You said it yourself, I need to know! Why the fuck are you being such an ass?!"

"Because I know you," he narrowed his eyes at me, "and I know how you think. If I tell you how we won, then you'll just mimic it in the hopes that doing so will be enough. But it won't' be, nothing will be enough. No….instead, I'm going to do something very, very stupid and very dangerous."

I blinked, "what is that?"

He smiled, "I'm going to show you a movie...or more specifically, four movies." He raised his hand, snapped his fingers and suddenly the Mind Stone shard from the future exploded into light, sending a stream of knowledge directly into my head.

They were the movies I hadn't seen since coming to this world. Three movies after Spider-man Homecoming, which was the last movie I had seen. The first being Thor Ragnarok.

The images streamed into my skull. I saw Thor fighting a fire demon, I saw Hela being released upon Odin's death, I saw he break Thor's hammer. I saw Thor fight Hulk, I saw Thor lose nearly everything. I saw Thor fight his sister and then….I saw him regain his title of God of Thunder.

The movie ended with him escaping from Asgard, letting it burn, rescuing his people alone. The movie ended, and then the second one began. Black Panther.

I remember Civil War, I remember how T'Challa lost his father, this movie showed the fabled city of Wakanda and his ascension to the throne.I saw the traditions of the land, how his sister loved him, how the city loved him. How Erik Killmonger took that all away.

I saw the reasoning behind Killmonger actions and understood his desire to be liberated. I saw all of it and I saw how rich and advanced Wakanda really was. I saw the fight between consuins, I saw how Killmonger chose to die instead of living on in slavery.

And then another movie began. A soft warm movie, Ant-man and the Wasp. It was heartfelt and nice and...no, no this can't be. I watched how in the end Hank, Hope and Janet all vanished, leaving Scott trapped in the Quantum realm. Dust, dust...how? What did it mean?

And then, I saw the end of everything.

I realised soon that this was my world's MCU movies playing, not visions of an alternate future of my new adopted world. No, this was from my original dimension. And the very last movie I saw was Avengers Infinity War.

And it was terrifying. I saw Thanos beat down the Hulk with his bare hands, snap Loki's neck kill all the remaining Asgardians alive and try to kill Thor.

I saw him kill Gamora, destroy so many lives and then, just when I had hope of him being stopped through the actions of Tony Stark and Doctor Strange, he stood victorious once more.

I listened to his reasoning, while a cold and logical side of me could sympathize, I knew it wasn't in any sense logical. He may not be wholly a mad titan, but he wasn't fully sane.

I felt hope when Thor came onto the scene once more, I felt hope in seeing him while his new weapon, Stormbreaker, destroying the armies of Thanos in the war. And when Thanos destroyed Vision for the Mind Stone, I rejoiced when I saw Thor cut into his heart.

But then, he snapped his fingers and everything went white.

I was horror struck as suddenly half the universe died. I couldn't believe what I saw as Peter Parker, that world's Spider-man, died in the arms of Tony Stark, begging for his life. I saw the movie end with a small ember of hope in the form of Captain Marvel. But even then, I knew a dark veil had been placed on the universe. One I knew couldn't be easily lifted.

I snapped out of the vision, my eyes focusing back to the form of my future self. I painted as I processed the memories inside my head. I looked at him, his gaze cold and calculating.

"H-how?"

"After defeating Thanos, I managed to find a way back to our home dimension," he explained, "I obtained these memories from there. It was a long a difficult process...but I knew it was needed."

"W-what happens next?" I asked.

He shrugged, "does it matter?"

"Of course it does!" I yelled back, "I need to know how this ends! How to solve this!"

"Even if you did, it would be no help to you now," he explained, "you have changed history far too much in this dimension, it reflects nothing of the MCU, it's too...altered to be off any relevance now. The solution to Thanos shown in the movies is out of our hands and my own solution is only after we have already lost too much."

"So why? Why have you decided to show me all of this?" I asked him, "if you're not here to give me a solution, what's the point?!"

"To warn you," he hissed, "to show you just what is coming for us in a way I know you'll understand."

I looked at him and he stared right back. I sighed, "how? How do I…..how do I do this? You have to give me somewhere to start."

"You'll figure it out...I'll give you another hint, the stones," he explained, "they are the key. Try and figure out how to use them...you know where they all are right now don't you? Even if Thanos losses just one it will be enough to stop him….but the rest, I leave to you."

And without another word to me, he snapped his fingers, and I felt myself ripped away from wherever it was I was taken.

 **Reality:**

My head was spinning. I opened my eyes and saw Felicia's beautiful face looking down at me, worry and fear rolling off her in droves.

"He's awake!" she said to someone off to the side. I turned and saw the X-men fight my clone...no, not clone...my son. My….my son!

"N-no," I cried out, lifting myself up.

"Peter don't!" Felicia warned, "you need to rest. We don't know what that stone did to you."

I saw the kids leave the room, being chased away. "N-no, I have to stop them," I gasped, getting to my feet.

"Peter what are you doing?!" Felicia cried out, "you're going to hurt yourself even more!"

"Sorry," I gasped as I shook my spinning head. I look down, my hand was empty, "w-where is the stone?"

"They took it," Felicia supplied as she came to my side and held me up, "you need to rest Peter."

"No," I grunted, "I need to stop them….I'm sorry Kitten, but please, you have to trust me." Without waiting for her to a thing I dashed off, heading to the window and leaped out, the glass automatically lifting up to allow me out.

"Peter!" she cried out, but I ignored her.

My suit's thrusters activated as I flew into the air, my mind reeling from what had just happened. It seemed impossible, and yet it happened. "Sexy, can you track them?" I tapped my helmet.

" _The three intruders have the stone and are going to the roof. Ms. Grey is right behind them and Storm is waiting for them on top._ "

Jean's doppelganger, her name, it was Hope….there was only one red haired woman named Hope from the comic books, Hope Summers, the daughter of Jean Grey and….oh fuck! How could I not see it before?!

I soared to the roof just as the roof door exploded off its hinges as my supposed children ran out with the X-men right behind them.

"Oh shit!" Hope cried out as Storm stepped out of the jet, her face covered with fury.

Storm's eyes glowed electric blue as slowly the wind began to pick up, "you came to our home, threatened and hurt my friends? We are not weak children! It is time you learnt the weather isn't yours to command, it is mine!"

KAKOOM!

Steph shrieked, "oh no! She's angry! She's going to fry us!"

I moved, coming down hard, landing between the two groups, "stop! Stand down, all of you!"

Ororo growled, "get out of the way Peter! I'll handle them!"

I snapped at her, "you'll not lay a finger hand on them Ororo! Please, don't!"

"And why not? Peter, they hurt you! They stole from you!" Jean cried out.

I turned to the three kids, by now Kurt had teleported to the roof with Felicia and Wanda in hand, Logan and Evans coming up the stairs, surrounding the three kids.

"You can't hurt them," I said, walking towards the three, Hope's eyes widened, Steph looked curious, while the boy just growled, holding his claws up, ready for a fight, "because they're my children."

"WHAT?!" Felicia cried out.

I walked towards them, the three visibly shaken now. My mask retreated into my suit as I looked at them properly for the first time.

I turned to the redhead first, "Hope...is your name...Hope Parker?"

Tears seemed to come into her eyes, "daddy," she rushed forward, grabbing me into her arms, holding me tight as I heard her sniffling into my shoulder.

Slowly I moved my hand, they came up and around her body, holding her tight, "Hope...we named you Hope?"

She pulled away, smiling as she nodded, tears streaming down her face, "yes, you did. You-you said that's what mom always wanted to call me if I was born a girl..." she turned, looking at Jean, her eyes watering at the sight of the woman.

"Peter...what is going on?" Felicia asked slowly, "h-how is...how are-"

"-Long story short, time travel," the only boy in the group grunted, putting away his claws. "Dammit, we weren't supposed to let you in, how the fuck did you figure it out old man?"

"I-I..." I looked them over, thinking quickly I decided to lie. If future me didn't tell them...it was probably for a reason, "the only way you could have did all you did, was if you knew me, intimately...and the only way someone can remove that box from the Xavier mansion was if they had my blood...or in this case, half my blood."

Steph grinned, "told you guys he would figure it out!" We all turned out the youngest and smallest child of mine, she wore a proud smug smile, while Hope looked relieved and the boy just seemed grumpy.

But before I could say anything there was a loud crash as in a sudden rising flash of fire Johnny came soaring upwards into the air, covered in flames, "alright you bitches, time for round two!"

I sighed, shaking my head in disbelief. He looked down, his eyes blinking, "ah guys...why aren't we fighting right now?"

 **Ten minutes later:**

We gathered inside the Lounge. Johnny, Sue and Ororo sta on the kitchen counter, away from the rest, their eyes still untrusting and hostile towards my….children.

Jean, Felicia and Kathy sat on the love seat, the other X-men on the adjoining furniture all around, Logan remained standing and so did I.

And sitting on the couch right smack dab in the middle of it all, with everyone's eyes locked on their forms, were three very eager looking kids.

"So," I began, clearing my throat, "what ah, what are your names?"

Hope smiled, "well you already know mine."

"Mine's Steph!" the little girl cried out, "but dad always just calls me Pumpkin."

Hope sighed, "her name's Stephenie Magda Parker."

Wanda's eyes widened as she gasped, "what? Magda?"

"What's wrong?" Jean asked.

"That's...that is my mother's name," Wanda said slowly, her voice cautious.

Stephany grinned, "yeah, you named me after grandma, uncle Pietro calls me Maggie, says it's what grandpa called grandma."

Evan's eyes widened, "wait a minute, hold the phone, Wanda is your mom?!"

Steph nodded, "yup!"

"But... I thought..." he pointed at Hope, "who exactly is your mom?"

Hope smiled, "Jean Grey, didn't the hair and eyes give it away?"

"But...wait...how..."

"You have two kids from two different mothers?!" Johnny cried out, my spidey-senses tingled, I ducked my head, a fork flew over my head, "you bastard!"

Silver haired me sighed, "it's like we didn't even go back in time at all. People form our time react the same way."

I narrowed my eyes, walking up to him, "you….you're-"

"Benjamin Walter Parker," the boy supplied, leaning back, "I bet you can guess who my mom is."

I turned it Felicia's her eyes wide in realisation, her skin pale from shock. I sighed, "I hope you know Kitten, he gets the attitude from your side of the family."

Felicia got up, she approached Ben, her eyes scanning his entire body. The boy immediately grew relaxed, he smiled, "h-hey...mom."

"How many children do you have?" Kurt asked aghast.

"A lot," Steph shrugged, "we have like ten siblings, I have an older sister, Katherine, but the rest are all like half siblings. There's May-"

"-No!" Hope and I called out at once. My...daughter, looked at me and smiled, I nodded back as I turned to Steph and sighed, "not that I don't want to know but...it would be dangerous, any knowledge of the future, could change the future."

Logan grumbled, "so why are you three here? Why did you steal the stone?"

"So are we just going to ignore the fact that he has ten kids?!" Johnny cried out.

"Johnny..." Sue said in a weak tone, "not the time."

Hope sighed, crossing her arms, "this is a bad idea."

Ben shrugged, "it's the only move we have," he looked up, and suddenly, his relaxed gaze hardened, "we are here to try and destroy the Mind Stone."

"What? Why?" Ororo asked curiously.

"Because in the future...a Warlord tries to use to to destroy half of all life in the Universe," Hope explained.

I nodded, "Thanos."

My children all gasped. "How do you know his name?" Steph asked in shock.

"I know about Thanos," I told them, "and I know what he did."

"How?" Ben narrowed his eyes.

I turned to Hope, "the second Mind Stone, the one from the future, where is it?"

Hope reached into her suit and took out the vibranium box I made and showing the Mind Stone from the present as well as the future shard inside.

"What does the shard have to do with anything?" Ben asked.

"I think...I think I had something to do with it," I hummed, at everyone's confused looks I continued, "I mean future me, their father. When I touched the stone and bleed on it I saw vision of the future...of a possible future."

"So that's how you knew about Thanos," Hope surmised, and while it wasn't the case, I didn't feel the need to correct her.

"Tricky old man," Ben grunted, "always has a hidden agenda."

"Hey, be nice, technically he is your dad," Evans groaned.

"He may be my dad, but that doesn't mean I have to do shit for him," Ben glared.

I glared bad, "why exactly do you hate me Ben?"

"Because it's your fault," he spat back.

I was taken back, "w-what?"

"I said it's your fault," he hissed, "Thanos won...because you were too weak to stop him. And we, my siblings and I, were born into a world of war. A war we had no choice in...all because you were too weak to stop him when it mattered."

Felicia turned out Hope, "what is he talking about?"

Hope sighed, "i-it's complicated."

"It's really not," Ben snorted, "when Thanos came knocking, he failed to fight. It's his fault that-"

"-Ben that's enough," Hope hissed with a sharp glare, shutting her brother up.

"I'm sorry, but what the hell's going on here?!" Johnny cried out, "who the fuck is Thanos?! And why exactly is everyone blaming Peter?!"

Hope sighed, "Thanos is….Thanos was a war lord, a blood thirsty one at that. He was mad and had only one goal in life, to kill half the population of the Universe."

"What?" Sue asked in horror as the rest just listened in avid attention.

Hope nodded, "his argument was thus: the universe and it's resources is finite, so if life was let to breed on unchecked, it would eventually destroy itself. He argued that like a proper gardener, life would need to be...trimmed out."

"That's insane," Wanda whispered.

Hope nodded, "exactly. But...he succeeded."

"How?" Logan asked.

"The Infinity Stones," Ben started with a shrug, at everyone's confusion he blinked, "oh, so daddy dearest hasn't told you about them has he?"

"I did," I defended myself, "I explained to them just how dangerous the Mind Stone is and what it was."

"But you didn't tell them about the others did you?" Ben shot back.

I paused, "no...I didn't."

"Peter..." Felicia called out, "what aren't you tell us?"

I sighed, "the Infinity stones are six singularities that represent the six aspects of the Universe. Space, Time, Mind, Soul, Reality and Power. And if one happened to have all six...they would quite literally become a God."

"And Thanos did," Ben continued, "sure at first you and the Avengers stopped him, but he just coming back again and again. And eventually he got all six...and he won. With a snap of his fingers...half of all life ended."

"What happened next?" Wanda asked.

"The remaining heroes came together and fought back," Hope supplied, "apparently, during the time spent fighting Thanos and his armies, our dad, you," she smiled at me, "found a way to destroy an Infinity Stone."

"How?" I asked.

"By using another Infinity Stone," Hope informed us, "but since Thanos had all six, you had to first steal one from him and use it against him...which was far easier said than done."

"W-what happened? Did we win?" Jean asked.

"Yeah...we did," Ben replied as his eyes slowly turned to his would be mother, "but...we lost too much along the way."

My eyes widened, "no….not her."

"Mom died saving your fucking life," Ben spat, "I still don't' understand why. You let Thanos destroy the world, and yet for some fucking reason, she still decided to die for you…." he looked at me, glared, "it should have been you."

It felt like a dagger plunging into my heart. I looked, all eyes were on me. I felt pressure, so much pressure leveled onto my person.

I couldn't handle it anymore, I turned, and I left. "Peter!" I heard Felicia call out, I ignored her and left, rushing out to the hallway, entering my lab and locking the door behind me. I sat on my chair and looked up, my eyes blank.

I began to vent, my breathing stressed.

I was afraid, I was so afraid of what I might one day turn into I never even considered what I had to one day fight. The movies in my head played on and on, so many new avenues, so much...death.

Before I wouldn't care much, after all it was just a movie. But now? Now realising it would happen to my world and the people I loved and knew? Now it became so much more real.

Knock knock!

I looked up, "no."

"Dad..." Hope's voice came from the other side, soft and caring, "please….I can help..."

I was silent, I didn't know why, but something told me to trust my would be daughter. I sighed and nodded, "open the door Sexy."

The metal door slid open, standing on the other side was the young girl who supposedly would one day be my daughter.

She walked in, the door shutting behind her. She came and sat down next to me, pulling up a chair for herself.

"You can't blame yourself," she began.

"The hell I can't," I spat back, "I...I killed the world Jean-I mean, Hope...sorry, it's just-"

Hope chuckled, "it's fine dad, I know I look a lot like mom, you always told me so..."

I looked ot her, I narrowed my eyes, "did she ever tell you that?"

Hope was silent, she slowly shook her head, "no….she died soon after giving birth to me...she died protecting us all from Thanos. During one of his invasions he came close to acquiring the stones, she channeled a cosmic entity of life and rebirth into herself to protect us. She managed to beat back his army but it cost her everything."

"The Phoenix," I whispered, my eyes widening.

Hope turned, surprise on her face, "yes...how did you know about that?"

"I...I've been studying a lot on powerful being in the Universe, researching the stones and beings as powerful as it and I..." I looked away, I sighed, I couldn't lie to her...I didn't want to lie, "it's because I #$ !# in a movie."

Hope blinked, "a movie, what do you mean?"

My head shot up. I didn't believe it...she...she understood me?! "Hope….my name is ! $$ant."

Hope narrowed her eyes, "I'm sorry, I didn't get all of that. Something about your name?"

"How? How is this..." I stopped, shaking my head, "no...sorry I just….did I-your dad I mean- did he ever tell you...about where he came from?"

Hope narrowed her eyes, "no, not really. We didn't really talk too much of the past. Why?"

I shook my head, "nothing...sorry." If future me didn't tell his own children, then I probably shouldn't either. But how could she even understand me in the first place?! Was it because she was my kid? My DNA? Unlike May Parker from Earth 982, she was actually my child, my own flesh and blood so...whatever….this doesn't matter….not after what I do….or rather will do.

I turned to Hope, "who else did I lose?"

The girl stiffened, "you….a lot….too many...Mom, aunt Felicia, aunty Storm, uncle Tony, uncle Thor...a lot of people died dad..."

I looked down, "and it's all because….because of me."

"No! Don't say that!" Hope hissed, "it isn't all your fault! Hell, it's because of you that even had a fighting chance in the first place! You fought back! We all did! Taking the blame onto yourself just removes it from the ones who really deserve it!"

I looked at her, righteous fury in her eyes, "your brother certainly doesn't think so."

She sighed, "Ben….Ben always blames you for what happened to mom. It's not right but...it's how he deals with everything. You and him never got along well...he's just...difficult."

I looked at her, "how did you come back?"

"Time travel," Hope shrugged, "Uncle Strange used a shard of the Time Stone to bring us here."

"A shard?" I blinked, "right, you destroyed the Stones in the future. So you back here planning on breaking the Mind Stone?"

Hope shook her head, "no dad...we planned on changing the Stone's function...hack into it and change just one small feature."

I blinked, "what's that?"

"Locking it's power away into itself, thereby making it impossible for anyone, including you, to use it on more than one individual at a time. So when Thanos himself gets the stone, and assembles all six, he'll never be able to use its full potential," Hope said proudly, "we actually planned on doing it quietly and without you noticing but...well, as you can, things didn't go according to plan."

I looked at her, those green eyes reminded me so much of Jean's, but, the way they were shaped and the sheer brilliance behind them, I recognized that as something she had gotten from me.

I smiled, "Hope huh...well, that's an appropriate name is I ever saw one….fine," I looked up at her, determination in my eyes. I refuse to make the mistake I once made, never will I endanger my children...and my world, "what can I do to help?"

"I could use an extra hand," she shrugged, taking out the vibranium lock box and revealing the two Mind Stones inside. She took it out the shard and passed it over to me, "here, I need you to hold this."

"Right," I placed the shard on my palm and waited.

Hope then took the whole Mind Stone and raised it above my hand, "this ah...it might feel funny."

I nodded, "do it."

She nodded and plunged the stone down. The moment both the stones touched they began to vibrate at an intense frequency, becoming more and more violent as it sent waves of energy out.

The door to my lab was thrown open as the X-men along with Ben and Stephen rushed inside. "Peter!" Felicia cried out.

"Stay-back!" I yelled at them, grunting in pain as the shard in my hand began to pulsate quicker and quicker, a rush of warmth left my hand before going directly into Mind Stone.

"Ancient Powers that be, I call upon the omnipotence of the Universe itself, grant this one the strength to entrap the Stone of Mind!" Hope cried out as over a dozen magical circles came alight all around us, slowly circling and binding the two versions of the Mind Stones.

And then, suddenly:

 **KRACK!**

I felt the shard in my hand cool down. Hope panted as the waves of energy coming out died into nothing, the stone clicking down into my palm, motionless.

"W-what just happened?" Johnny asked.

"Did you do it?" Ben asked in a hurry as he and Steph rushed to their siblings side.

Hope painted, wiping away her sweat as she nodded, "yeah, it's done. The Stone has been neutralised. If anyone tries to use it in tangent with the other stones they'll find it useless."

I panted, holding the stone in my hand, "so...it's over? The stone's neutralised?"

Hope nodded, "yes...theoretically speaking."

"What do you mean? Is the stone a threat or not?" Wanda demanded.

"There's no real way of telling," Hope sighed, "as far as we know, yes, the stone is done for. But….well, I wouldn't take the chance dad."

I nodded, "yeah….I won't either."

"Wait, so if the stone is done for, and Thanos will never win, how come you three are still here?" Sue asked, "is time has corrected itself, shouldn't you all...I don't know, be done for?"

Hope sighed as she took back the Mind Stone shard, "sadly, no. Time isn't that fluid. By changing the past we have created a new timeline, a new dimension. It won't affect what happened to our past, but...at least now you all have a chance to have a better future."

"So you did this knowing you won't be able to save yourselves?" Ororo asked in confusion.

Stephen smiled, "of course! That's what heroes do after all! We may not look it, but in the future we're all Avengers!"

"Like our parents," Ben scoffed.

"So...what now?" I asked, "are you going to stay? Or do you…"

Hope nodded, "sadly...yes. It is time for us to go. With our mission over it is best if we go back to our own time."

"You can't!" Jean spoke for the first time since finding out she would one day have a daughter, "we have so many questions! I have so many questions! Please, stay I-I-"

"-Mom," Hope cut her off, the girl smiling at her maybe mother and smiled, "you'll be fine now...I promise."

"It's time," Ben spoke up, holding up his hand, his costume shimmering away to reveal a glowing green ring around his right middle finger.

"The Time Stone?" I asked in shock.

"No," Ben shook his head, "just a conduit."

"Oh, do we have leave already?" Stephen grumbled, "I wanted to talk to uncle Johnny more! He hardly ever smiles at home!"

"Sorry Steph," Hope smiled, dragging her sister to their mother's side, touching his shoulder. She turned to me and smiled, "bye dad….it was nice seeing you again."

A wide arc of green energy shrouded them all. I joined the X-men and the rest in watching in awe as they vanished in an orb of green energy, leaving behind nothing but some scorch marks and a powerful electric current in the air.

"Again?" I asked myself. Shit…I died too didn't I?

* * *

 **Okay, there we go. A lot of you already gussed who they were...sniff sniff, and here I was thinking I was being clever. Anyway, I'm guessing I might end this story in like twenty chapters or something, we are approaching...** _The End Game_ **after all. P.S. that's my guess for Avengers 4's title.**

 **Anyway, I'll see you all later. Also, enough with the harem requests man, please, just let me decide what to do...please?**

 **Now if you'll excuse me, I'm off to see Infinity war, again. My local theater is playing it as a special.**


	63. I'll Make a Mage, out of you

I stood out in the varanda of the Baxter building, looking out into the city night sky. The X-men and the others were inside, I honestly didn't know what they were talking about and I didn't really care.

Ever since they...my children left, I was here, thinking on what exactly I would need to do. A plan on becoming stronger, to prepare to do what was needed, for when Thanos came….I would need to be ready.

But just then my silence was broken as the door to the balcony opened as Jean, Felicia and Wanda walked in, closing the door behind them.

"We need to talk," Wanda spoke first.

I sighed and turned, crossing my arms against them, "yeah….I figured."

"Peter….what are you thinking?" Felicia asked.

I looked at her and sighed, "that I've been taking things far to lightly as it was. I thought I had prepared enough for Thanos, that the world was getting ready for him. But now I…..I realise that was foolish to think so."

"So...what are you planning to do?" Jean asked softly.

I looked at her, my eyes focused, "I need to get stronger… I need to learn more, become more….the way I am not I won't last a minute against Thanos, even with the best of plans."

"So what are you going to do?" Felicia asked.

"Kamar Taj," I replied swiftly, "it's a place where I can learn to be stronger, to harness my full potential."

"Why didn't you go before," Wanda asked.

I shrugged, "never really had the time….but now…."

Felicia and Jean looked at each other, the red head spoke first, "we're coming with you."

"Jean, no, this is something-"

"-What? Something you need to do alone?" Jean cut in, "why? Because you're feeling guilty?"

I signed, "my children from the future just told me I'm partly responsible for a mad man destroying half the universe, can you blame me?"

"No, we can't," Felicia replied, she reached out and caught my hand in hers, "but Tiger….you don't have to do this alone….we're with you all the way."

"Do I need to remind that's exactly how you end up dead? Or were you not paying attention when _our_ son told us how much he hates me?" I glared.

"Peter," Jean reached out, she cupped my face, turning it to her, "we don't blame you for what might happen...but...if you're really going to do this for all our sakes, shouldn't we be able to help you in some way?"

"Jean-"

"-We're coming with you web-head, and that's final," Wanda cut me off, "and if you have any more complaints you can stick it up your rear."

I blinked, "you're coming as well?"

She snorted, "no shit Sherlock. Or are you forgetting the fact that apparently I also end up having your kids?"

I sighed rubbing my nose, "why the hell does every Peter Parker have a complicated love life? Look Wanda I-"

"-Save it Webs," she cut in, "I'm not doing this because I'm somehow magically in love with you now. I'm doing it because I was just told some mad man is going to come and my children will have to fight him and possibly die by his hands. So if you're going to train to become strong enough to fight him then that's exactly what I'm going to do as well."

I sighed, "fine….fine….but I have to warn you, Kamar Taj isn't a vacation spot of a resort. It's a dangerous and powerful place...Jean and Wanda, you guys can learn more about your abilities there, but Kitten you..." I turned to her and sighed.

"What? Just because I dont' have powers doesn't mean I'm useless," Felicia defended herself.

"It's not that...it's just that there's a lot of homework involved," I smiled.

She blinked, "oh….well whatever. I'm sure I will manage. You're not changing my mind Peter, I'm coming with you."

"We all are," Jean nodded.

I sighed, "alright then….now, who's going to break it to the team?"

 **A few days later:**

I was in my room at the Xavier mansion, on the bed was a bag filled with everything I would need and then some.

"Stand by mode," I ordered, causing my suit to transform into the white undershirt it was before, leaving me in just my boxers.

I picked up the red robes I gained during my apprenticeship and dawned it. They were a bit tighter than since I remembered last, but they would work.

To put on the finishing touches I put on a large trench coat and a hat, just to add some color to my real identity. I picked up my bag of infinite storage and walked out, and waiting for me outside dressed in the baggiest clothes I have ever seen her wear was Felicia.

"Ready?" she asked.

I nodded, "yeah. Where are Jean and Wanda?"

"Saying goodbye," Felicia replied as we walked downstairs. We walked in silence, thought I noticed her sending me side glances now and then.

I sighed, "what?"

"What what?"

"You know what I mean."

Felicia smiled, "yeah….it's just….well, I'm not used to the fact that we have a son, you know?"

I snorted, "yeah...and what's worse is that he gets his attitude from your dad."

"Hey! He isn't that bad!"

"Now Hope, Hope is my favorite," I chuckled, "super smart and awesome, just like her dad."

"No, I think she gets that from her mom," Felicia rolled her eyes, "and as for Ben, well he gets his attitude from his daddy."

"Gasp, you take that back," I mocked.

Felicia chuckled, "what? It's true…."

I turned to her and smiled, she smiled back. I reached out and took her hand in mine. "He's not that bad I suppose," I murdered, "I mean, he did try and change history and all that...so I suppose he is a little bit like me."

"I'm sure," she chuckled, squeezing my hand.

We reached the ground floor where everyone in the school had gathered. Jean and Wanda were in the middle surrounded by the others, each exchanging hugs and wishing them well.

"I can't believe you guys have to leave!" Kathy cried out.

Jean smiled, "I know...but we have to."

"Yeah yeah, we know," Evans snorted, "an intergalactic warlord is coming and you're future kids are in danger."

"I'm seriously not following what's going on," Scott stage whispered.

"Ah, Peter," Charles spoke as everyone turned, nothing Felicia and I arrive, "I suppose you are ready to leave now, yes?"

I nodded, "Yeah...thank you Professor...for everything you've done for me. I know I haven't always been the easiest person to get along with-"

"-Please," Charle held up his hand, "don't' apologise for being yourself Peter...and as for what you're wishing to do now...well, all I can say is, good luck Mr. Parker. It's truly been a pleasure."

I reached out and shook his hand, "thank you Professor. If you need anything, anything at all. You know how to reach me."

"Indeed I do," the man nodded.

I turned out the others and smiled, "it's been real guys...thanks. For you know, helping me understand why my future children wanted to steal from me."

Everyone save Rouge and Scott laughed, those two really didn't understand what was going on.

With a heartfelt goodbye, or a small hug in the case of Wanda and Rouge, we left the mansion, getting into my car and flying to the city.

We reached quickly as I engaged stealth mode and brought the car down over a parking garage just a few streets away from the New York Sanctum.

As we landed I unbuckled my seat belt and spoke, "Doc, hack into this garages reservation plans and alot this spot to us on rent for the next six months. Until given instructions you are to remain in standby mode, understand?"

" _Yes sir,_ " the AI replied.

We got out of the car and stretched. "You sure it'll be safe here?" Felicia asked.

"It's a tank with an advanced AI system built into it," I shrugged, "I pity the fool who tries to steal my baby."

"So where exactly is this place?" Wanda asked.

"A few streets down," I replied.

"A place that teaches magic is in the heart of New York city?" Wanda asked in disbelief.

I shrugged, "more like a portal. Come on," I motioned. We left the garage and walked the remaining blocks. Arriving at the building in question.

I took the lead and went up to the door, knocking on it three times and waited. The door opened slowly as Master Drumm peaked out, grumbling as he looked at me and my companions.

"This isn't a spa resort," he grumbled.

I shrugged, "I know. I'm here for sanctuary. And training."

The bald black man looked over my shoulder at Jean and the others, "and them?"

"To learn," Jean supplied.

The man snorted, "really? I don't believe you."

"And yet it isn't your place to accept or reject anyone," I argued, "that lies wholly within the Ancient One and her alone."

"The Ancient One is a woman?" Felicia blinked in surprise.

I nodded, "yeah, didn't I mention that?"

The Master sighed, "fine, come in. She was expecting you to show up soon anyway...took longer than we thought though." He moved aside and let us in, closing the door behind us.

"This place is super creepy," Felicia whispered as she looked around, her eyes widening at the various artifacts inside. "On second thought, I wouldn't mind taking a closer look at some of these trinkets."

"Touch them, even think about stealing them, and I will personally banish you into an empty void with nothing for eternity," Drumm growled, crossing his arms in anger.

Felicia blinked, "ah….okay?"

"He's serious, he can actually do that," I told her.

Felicia's eyes widened, "oh….shit. Okay then, nevermind." We chuckled as I lead them to the portal in the heart of the house, my time spent in Earth 982 helping a lot in guiding me around this place.

I opened the door and walked passed the portal, shivering at the odd sensation of the portal. We arrived in Kamar Taj on the other side, and waiting for us, was the Ancient One herself, dressed in her normal robes and a smile on her face.

"Hello," she smiled, "you're late."

I shrugged, "traffic was a pain."

"Indeed...come, I have prepared a room for you," she nodded before pausing to look over my shoulder, "what is this?"

I turned and looked at the girls, each trying and failing to take in everything around them. I sighed, "they insisted on joining me. Jean Grey, Felicia Hardy and Wanda Maximoff….they wish to be trained as well."

We turned to the Ancient One, the woman was silent for the longest time before she smiled, "very well. Come, we have a lot to do and not much time."

I smiled as she lead us into the monastery.

"While you are here you shall learn the ways of magic," she began, "I understand your mutant abbities may grant you an advantage, but as of right now you will need to learn many things, like mythology and how to fight, I assume this won't be a problem?"

"Ah...no?" Jean shrugged.

The woman chuckled, "good. Now first things first we-"

"-Peter?!" a young voice cried out.

I turned as I was suddenly tackled by a blur of blonde and white as a pair of small arms wrapped around me, holding me tight.

"Tandy?" I recognized her immediately.

"Oh my God it really is you!" the blonde girl grinned as she looked up at me, "I totally knew you would show up! I heard what happened with Doom, I knew you would come here eventually, I mean where else would you go right? Oh this is awesome! Even Ben said you would come by soon!"

"Ah-hem," Felicia cleared her throat loudly, drawing all eyes to her as she raised an annoyed eyebrow, "care to explain Peter?"

"Does he really have to?" Wanda snorted, "I'm sure we can all guess what's going on."

"I would still like him to explain," Felicia growled.

I sighd, "Felicia, Jean, Wanda, this is Tandy Bowen, she's a friend I helped out a while back."

"More like saved my life from living a life as a homeless person and then again as Spider-man," Tandy snorted before blinking, "wait...Felicia...as in Felicia Hardy? As in your ex?!"

Felicia raised an eyebrow, "yes, and?"

Tandy's eyes glowed pure white for moment before preventing back to blue, "I heard a lot about you."

"Yeah? Like what?"

"Like how you abandoned him and left," Tandy glared.

Jean snorted, "I like her."

" **Yeah, the girl has quite a mouth on her,** " a deep rumbling voice called out. I turned and saw Ben standing before us, a smile on his rocky face, " **hey kid, nice to see you again.** "

I grinned, "hey Ben...good to see you too, since Doom and all."

He nodded, " **yeah...anyway, you here for training?** "

"You know it, well, me and the others," I motioned to the girls, "and...well, I need a place to hide. The world does consider me a terrorist after all."

" **Yeah, about that, we need to talk,** " Ben grumbled, " **what exactly were you thinking kid? I understand being outed was thought but-** "

I held up by hand, "Ben, trust me when I say it's complicated. I'll tell you the whole story. But for now, can we move this along?" I looked down at Tandy and Felicia square off, glaring at each other, "please?"

"Indeed," the Ancient One nodded, "come, I'll show you to your rooms."

We were guided out, Tandy and Ben showing us where to sleep. The rooms themselves were very spartan, just a bed and a desk. But they did have wifi, so that was something. I had a room down the hall next to Ben's while Jean, Felicia and Wanda were on the other side of the building. Smart move.

That night I was invited to the Ancient One's chambers. I walked out through the courtyard, it was empty this time of night with many of the rooms light turned on, showing many a disciple working on their texts and magic.

I walked to her room and waited outside for three seconds before a voice came out from the inside, "come in."

"Right," I pushed the door open and stepped in. The room was strikingly similar to my own, empty, except for a small tea set present on the table where the Ancient one sat waiting for me.

"You don't have much in your room do you?" I stated, sitting down besides her.

"No, sadly I find in the course of a long life….I tend to lose more than I gain," she said with a tone of sadness, pouring me a cup of her famous tea with a dab of honey, just how I knew she made it.

I sipped the drink and sighed, "you make a damn good tea...you know, I don't actually know your name. It's strange to just call you Ancient One all the time."

The woman smiled, "sadly my name is meaningless to what I am right now. There is no relation between what I am to what I was...so anything I was called cannot relate. But if you wish, I do tend to us the name Ray from time to time as an alias."

I chuckled, "sorry, but no, Ray is far too odd for me to call you. No offence, but you don't look like a Ray."

She smiled, "true….do you know why I called you here?"

"I'm guessing it's not just for tea?"

She shook her head, "no...it is not...I called you here for one reason alone. You know don't you? I assume the Stephen Strange of the Earth you visited, your true Master...he told you what happened to me didn't he?"

That wasn't the case, but I understood what she wanted. "You don't want me to save….you want me to let you die?"

She sipped her drink and placed the empty cup down. She looked at me and nodded, "yes…..when the time comes. I want you to let destiny take its course Peter...my death will allow Stephen to finally take up his destiny..."

"With all due respect Ray, that is a pile of horse shit," I spat. The Ancient One raised an eyebrow as I continued, "do you know why I finally agreed to this? To come here and be trained?"

"Because you finally understood your place in this world?"

I shook my head "no, because I reject it. My children from the future came to warn me Ray...warn me about my future, a future where half the population of the Universe laid dead at the feet of Thanos...and I'm not about to let that happen."

"So you wish to change the future?" she asked, seemingly to take the whole time travel deal in stride.

I sighed, "yes...and I don't care about destiny and such Ancient One. Strange will be great no matter what, but we need you, your death...I'm sorry, but it'll have to be postponed."

"You realise by taking the lead of this war against Thanos you now bare the responsibility of the world on your shoulders?" she asked rhetorically, "and not just that, but also the roles of everyone who burdens you take for yourself?"

"What do you mean?" I asked.

"The Age of Heroes," she stated.

"Oh," I sighed, "I suppose you would know about that."

"By declaring that….you have painted a target on your back. You have become the icon for the next generation of heroes….you have become the world's champion Peter….are you sure you are ready for such responsibility?"

I finished my tea and sighed, "Strange once told me that the Web of Life was the greatest power in the multiverse. The greatest power bares the greatest responsibility. If I wasn't ready for that, what right do I have to wield the power of the Web? I fear power Ancient One, I don't like it...but I understand now I will need it."

She sighed, "very well...we will begin your training tomorrow. Sleep well Apprentice Parker, for tomorrow will be the start of a difficult life."

I nodded, "I know...believe me I know."

"Oh, and before you leave," she took out a small rectangular sheet of paper and placed it on the table.

I picked it up and examined it, there was scripture written on the surface, some I could identify, some I could not. I hummed as I looked them over, "what is this?"

She smiled, "a present. It will ward a room from any sound going in or out. I expect you will need it soon."

I blinked in confusion but shrugged, accepting the token either way.

That night, as I was getting ready for bed, the door to my room slowly opened up. I saw Felicia walk in, closing it behind her. She leaned on the door and smiled, her scent rolling off lust, wearing a very loose set of bright white robes.

"You know...ever since we met again...we haven't really...well," she pushed off the door behind her, "together."

I raised an eyebrow, looking amused, "really?"

"What?" she asked, her fingers dancing along her robe's belt as her hips swung with every step she took towards me, "I may not be able to sence when people are honry Tiger, but I know when a man wants me, especially if I want him back just the same."

"Really?" my hands moved around her waist as she pressed her body up against mine, her hands on my chest as she looked up at me, "well then tell me Kitten...what do I want right now?"

My hands went to her behind and sank into her firm behind, getting a good hold on it as I pulled her closer until I could feel her wetness right against my groin. She smiled, "I think I can guess Tiger," she leaned forward and bite into my neck.

I pushed her to my bed and got on top of her, she grabbed my robes and pulled them off in a hurry, banishing them across the room. I bent down and bite her neck, she moaned, a powerful flush of her scent attacked me, demanding I take future action.

"I missed you," I bent down and bite the collar of her robes and pulled it to the side to reveal her heavy white breasts. I bent down and bit a nipple playfully, she moaned into my ear.

"I-I missed you too," she whispered, cupping my face, throwing her head up as I continued assaulting her every single weak point I knew she had. I attacked her, made her moan my name before I even had her, I needed her to realise that she wouldn't be walking out of her anytime soon.

But just then, the door to my room opened and we quickly moved away from each other, Felicia covering herself, and I ready to block the newcomers line of sight.

"I should have known," Jean smiled as she came in, closing the door behind her.

Felicia binked, "how did you know?"

"You were being loud," Jean snorted, "I may not have advanced hearing, but I didn't need it for you two."

I blinked as realisation struck me, I looked down at my table at the talisman the Ancient One gave me a few minutes ago, "damn...she is good."

"What was that?" Jean raised an eyebrow.

"Nothing, just that I'm pretty sure the Ancient One is a psychic," I replied as I picked up the talisman and placed it on the top of my door frame, "there, that should cut out all the noise coming in or out of this room."

"Good," Jean replied as she flicked her finger, banishing me gently back to the bed where Felicia blinked in surprise. The beautiful redhead approached us, slowly stripping away her fabrics untils she was naked before us.

Not a word was said as she joined us in the bed, not one. I watched her kiss Felicia first, just once, to tell her all was forgiven, and then she turned to me, and kissed me as if she wanted to carver her very name into my mouth.

I threw off the rest of my robes, almost tearing it apart into shreds before I pinned Jean down below me. She wrapped her arm around my neck and her legs around me hips, holding me tight as we kissed deeply.

"Not fair," Felicia purred. Jean pulled back and smiled, without a word she grabbed the girl and pulled her into our grip as well.

"Felicia," I whispered into her ear as Jean kissed her front, pushing her back against my groin.

"W-what?" she asked.

"Never leave us again. Never. No matter what happens, never again. If you have to go, have to save someone, your family, your friends, then go. But never, ever just leave us without telling us...why...without promising to come back. Promise me," I told her, no, ordered her, a side of me I was always embarrassed to admit came out. The side that told me to claim her as my own, to break the necks of anyone who ever looked at what was _mine_. To make sure she wouldn't even leaving again.

She looked at me, "I promise, never again...I swear." I looked into her eyes and I saw love.

"Promise me the same," Jean whispered, pulling Felicia's face to her, "you didn't just leave him alone Felicia...promise me, from now on, we shall be together..."

She leaned down and kissed Jean. My already hardened length screamed at me to move, to claim them both immediately before anyone even thought otherwise. I moved, aiming against Felicia's protruding bottom and slowly sheathed myself into her.

She moaned into Jean's mouth as I pushed myself wholly into the familiar tunnel, tightening around my length. I pulled back and I felt her shiver, Jean's fingers reaching down to attack her sensitive core.

In seconds, Felicia screamed in approval. Breaking down and rolling off the the side, panting, covered with sweat, "that so wasn't fair. Two against one."

"Deal with it," Jean whispered before pulling me down, "my turn Tiger."

"I know Birdy," I whispered back and claimed her as well. She was far less quieter, throwing her head back and cry out in pleasure over and over again.

I pulled her up, the girl laughed excitedly as I stood, her body wrapped around mine as I turned nad pinned her back against a wall and began claiming her once more. I was never going to let them go, never again.

Jean was with me when no one else was. She understood me on such a level I could never appreciate. I didn't think it was possible, for the longest time I didn't believe in the possibility of being able to truly love two people at once. But now, right now as Jean kissed me, wrapping her hands around me and Felicia breaking in to kiss us both, I knew I loved both these women before me.

I made up my mind then and there and without thinking, I spoke up, "I love you," Jean's eyes widened, Felicia's two, "both of you."

Jean smiled, pushing off the wall telekinetically and brining all three of us to bed. She cupped my face in her hands and smiled, "I know...I've always know Peter...you never had to say it. But...thank you….I love you too."

Felicia brough Jean's lips to hers and kissed her, Jean did the same. In seconds I felt her tight and cum, her body letting every single worry she had be swept away.

We went into the night, the last time this happened we were drunk, but now, we knew exactly what we were doing. And we knew exactly what we wanted. Each other. Jean wanted this, and I know now, so does Felicia.

As we went on into the night I realised this right here, a promise of a future family and the love of these two women, it was mine. Not Peter Parker's not Spider-man's mine. I earned their love, and I swore, Thanos, Loki or whatever psychotic lunatic came next, they will have to kill me before I let them touch the ones I love.

Ben Parker, Hope Parker, I swear one day, you'll be born into a world free of violence, even if it's the last thing I do.

 **September:**

The months seemed to fly by. I grew more adapted to the mystical arts, though it didn't grant me any more fore knowledge into the Web of Life. It seemed to truly be able to master that, I'll have to gain much more knowledge in every other visible field.

My birthday had come and gone without notice. Only Jean and Felicia even wished me, to be honestly, I had actually forgotten myself. I didn't feel much like a seventeen year old, hell, right now I feel so much older than I was supposed to be.

"And begin," Mordo ordered.

I moved through the kata like I have a hundred times, swifting through them with precious and grace before ending with a fist strike that would have broken a man's chest cavity in if it had made contact.

The past few months I spent training here I grew much in height, now standing at six feet 1 inch. I wore blue robes now, marking my rise through the ranks of the monastery, now an able practitioner of the magical arts rather than just an apprentice.

The past few months I had learnt a lot while I was here. I learnt how to fight with magic, properly that is, more into the mystical nature of the universe and most importantly, made steps that advanced me to the eventual usage of the Web of life.

"Now summon a weapon," he ordered.

I nodded, spinning my wrist and summoning a spectral double sided axe with a faint reddish glow that I used to move into the next kata, a more complex set that eventually lead to me ending with a powerful downward strike.

"Too slow," he whispered. My spider sense blared, commanding me to move. I ducked just in time to avoide Mordo's expanding staff/whip. I rolled away and brought up a shield of Sharum just in time to block his second swing.

"Argh!" he roared, attacking me again and again, but I held the shield strong.

Eventually the black man with green robes stopped and backed away. He smiled as he bowed, "I will admit, your attendance here at the request of the Ancient One did seem strange at first. I doubted if you would be able even get a single wording write, I am pleased to be wrong."

I dismissed the shield and bowed back, "thank you Master Mordo. I'm glad I define your surprisingly low expectation."

The man chuckled, "can you truly blame me Parker? All I knew off you was your heroic career and nothing else. I assumed you were nothing more than a child playing at hero trying to understand that which you did not. I am glad to know I was wrong."

I smiled back, "again, I'm glad to have proven otherwise."

"Yes well, while you may have impressed me, I cannot say the same for her," he looked across the courtyard, I followed his gaze to the white robed novices, and there amongst them was my own white haired lover, sitting calmly as she meditated in order to gain access to her own internal energies.

"She excels at the physical combat nature of our monastery, but fail to even grasp the most simplest of magical exercises," Mordo friend, "perhaps you could help her Parker, I'm sure a more personal touch is what she will require."

I sighed, "I'll try."

"Master Mordo," we both turned and found Tandy approach us, now dawning crimson robes to show her advancement in her teachings, "the Ancient One asks for you preceness."

Mordo nodded, "I'll be with her momentarily Roshanee," he turned to me and nodded, "you are dismissed for the rest of the day to conduct your private training Parker. I'll see you tomorrow at dawn."

I bowed, "take care Master."

Tandy and I watched Mordo leave, the girl closing the gap between with quickly, giggling, "you know, Ben and I actually have a wager going about whether or not Mordo and the Ancient One and doing it."

I blinked, turning to the Lightforce user, "seriously? What do you think."

"I think they are totally doing it," she smirked, "Ben doesn't think so, says it's a professional relationship."

I shrugged, "I think he's right. Besides, she's like, a thousand years old, I'm pretty sure she's way past finding any sort of enjoyment in a relationship."

Tandy pouted, "see, now you're just being a bummer. Anyway, what are you doing now?"

"Probably just going to work on my stuff," I shrugged as we began walking towards the dorms.

"Oh, can I come?" she asked, "I have the day off, Master said I should relax for a bit."

I shrugged, "fine with me." We walked over quickly, I looked over my shoulder and notice Felicia sighing, trying to focus her mind. I closed my mind and sent a telepathic message to her, forming a bridge between our minds, " _Felicia, relax._ "

" _Peter?_ " she replied, her face scrunching, " _right, forgot you can do that now. Damn, first Jean, now you. I so need to learn this magic shit._ "

" _It's fine,_ " I replied, " _take your time. Don't rush into this._ "

" _How did you do this?_ " she asked.

I smiled as I sent her a stream of my memories, of me training and how I used her as a focus to clear my mind " _I had someone to get back too._ "

She didn't reply back, though I could see a big smile form on her face as she continued meditating, now with renewed passion.

"Are you helping her out again?" Tandy asked, looking over my shoulder at Felicia and glaring, "I honestly don't know why you bother, she's not really suited for the mystical arts you know."

I shrugged, "I know, but she's still brilliant in her own right. I'm sure she'll eventually get it right."

Tandy huffed, "whatever."

I smirked, "you really shouldn't let your dislike of her cloud your judgement Tandy...why do you hate her so much anyway?"

The girl raised a single eyebrow, "really? Are you really that dense Peter?"

I sighed, "no...I suppose not..."

"It just doesn't seem right," she replied, "you're such a nice guy, you deserve better than...well, her."

I stopped and turned to Tandy, the girl blinking as I glared at her, "Tandy, she has done a lot, sacrificed a lot and bleed for me. Have I ever actually told you why she left?"

The girl gulped, shaking her head, "n-no, you didn't."

"It's because she was trying to save my life," I told her, turning and walking away, heading straight for my room.

She hesitated a moment before running to catch up to me, "what do you mean? What did she do?"

I turned to her and sighed, "sorry I snapped, it's just…. A lot to process right now...come on, I've been delaying this talk for awhile anyway."

She nodded as we entered my room, now littered with various texts and other loose sheets of paper describing the various theorems and formulas I was currently working on. I pulled a chair for her and brought up a pot of water.

"Do you remember...when Spider-man 'died' at the hands of Doom?" I asked her, sitting before her as I placed the pot before us.

"Yeah," Tandy froaned, "MJ and Liz said you were like super depressed or something...I thought it was because Felicia left you."

I sighed, "that was...kind off the case. You see, the reason Felicia vanished, hell the reason Doom got released out of his prison in the first place was because of...HYDRA."

She blinked, "that nazi cult you said was trying to control everything?"

I nodded, "yes. I see you guys know about them all the way out here."

Tandy scoffed, "we're warrior monks, not savages Peter. Anyway, what do they have to do with anything?"

I snapped my fingers, bringing a magical circle under the pot of water. Immediately the tea inside began to boil as I applied a temperature modification spell of my own design, "everything."

 **An hour later:**

Tandy and I finished our third cup of tea. The girl spent the last hour listening in rapt attention to everything I had to say. Why Felicia left, how I left, how I got her back and what exactly we were now.

"So," she hummed, "you and her are in this open relationship?"

I shock my head, "no, not really."

"Then how does the red head fit into all of this?" Tandy asked curiously.

"She's ah….she's part of it too," I hide my blush behind the last of my tea.

"So….you three…."

"Yes…."

"And Felicia's fine with this?"

"Oh yes…."

"And Jean..."

"Her idea..."

"And you?"

"Surprisingly, I am...I thought it would be weird but...after all the times they stood by me I honestly can't imagine a future without them," I sighed, 'not to mention the fact that I have a child with them both in the future.'

"And what about Wanda?" Tandy asked.

"She ah….she's kind of just a friend," I shrugged.

"I see..." Tandy shook her head, "no offence Peter, but this shit is weird."

"Yeah, you're telling me," I scoffed.

Just then the dinner bell rang out, Tandy and I quickly packed up and left, reaching the mess hall quickly.

We grabbed a tray of food, which in this place meant it was just a bowl of rice, some curry and one delicious looking cup of chicken, or veggies if you were vegetarian. We walked around for a bit before quickly finding Ben sitting in one corner, finishing his meal.

We sat down on either side of him, I nodded in greeting, getting a short nod back.

"So Ben," I spoke, grabbing a pair of chopsticks to eat with, "any progress with your spell training?"

" **Actually kid, I think I made a breakthrough,** " Ben grunted with a smile as he held up a finger and closed his eyes. He was focusing hard as slowly the rocks around his smallest finger broke down, revealing raw red skin underneath. Human skin.

I gasped, "Ben! That's amazing! How?! When?!"

" **A few days ago,** " he grunted as slowly the stone quickly returned and covered his finger once more, he sighed, putting his hand down, " **but I can't really hold it for long. All this time...and I have just a pinky to show for it.** "

"Hey that isn't fair Ben," Tandy said, reaching over and tapping the rock man's shoulder, "you made progress, isn't that what matters?"

Ben smiled, " **damn right kid. You're just precious aren't you?** " he chuckled, ruffling her hair.

"Hey! Not the hair!" the girl grumbled, pouting in the most adorable way, causing both Ben and I to chuckle.

"Well I see you're having fun," I looked behind me and smiled seeing Wanda and Jean approach us with food in hand. Jean bent down and placed a chaste kiss on my head, "how was your day?" she asked, sitting down next to me while Wanda sat across Ben.

"Not bad," I shrugged, "just more of Master Mordo's oh so gentle training exercises," I sighed, "that man needs to relax."

"Did Lightbright tell you about her bet?" Wanda asked, smirking at sighing Lightforce user.

I nodded, "about him and the Ancient One? Oh yeah. Don't think so, I think she's pretty much asexual."

"Why do you think that?" Wanda asked.

"Well, immortality does have its downsides," I shrugged, "I mean, who wants to see everyone and everything they care for dead? I'm sure at a certain point she must have just given up and focused solely on magic alone..."

"Yeah, well you obviously don't' see the looks he keeps sending her," Tandy huffed, "there is totally something going on there, I just know it!"

"Oh please, you're imagining things," Wanda scoffed, as quickly the two began to get into an argument about our masters imaginary sex life.

I however was silent as my head was slowly filled with other thoughts. Mainly, my own mortality. Whether I liked it or not, my powers grant me an extended life span, exactly like Logan. And since I have minimum amount of adamantium in my body the metal also won't be poisoning me to a great degree, so I won't age at all….I'll effectively be immortal.

I looked at Jean, the girl raised an eyebrow before connecting to my thoughts and understanding my worries. Without a word being said she reached over and held her hands in mine, " _it's going to be fine Peter...we'll figure something out….I swear._ "

I smiled, " _I know...hey, look at it this way, I'll always be there for our kids...they won't ever be without a parent..._ "

Jean chuckled, surprising the others, "that's some dark humor you got there Mr. Parker."

I shrugged, "it's my style."

"Have I ever told you how annoying it is when you two do that?" Wanda leveled her chopsticks at us, "it's rude to be having a private conversation you know."

Jean snorted, "I won't apologize for talking with my boyfriend," the word sending a giddy sensation into my core. I still smiled whenever she said it.

"Boyfriend," Tandy repeated to word softly before shaking her head, "right...speaking off, where's the third wheel to this tricycle?"

I blinked, looking around in surprise, "oh yeah...where is she. Jean, have you seen Felicia?"

The red head shook her head, "not recently no. Wanda and I have been in the library all day learning more about telekinetic dueling, why? Do you think something happened?"

"No...I think I know just where to find her," I sighed, finishing my meal quickly and kissed Jean on the cheek, "I better bring the cat in before she gets too worked up. I'll see you later."

"Bye," Jean wished me well. I nodded to the others as well before taking out my sling ring and forming a spinning portal of bright yellow sparks before me, acting as a doorway to the courtyard outside.

I walked through, shutting the portal behind me, and found a few white robes initiates still meditating. And among them was Felicia, sitting right where I last saw her this afternoon.

I smiled and without a word sat down next to her. I watched her as she closed her eyes with intense focus, trying and failing to channel her body's energy through her mind.

I looked back to when this all began, me trying to stop her from stealing form one of her mother's client's. How I chased after her, how she fell for me before she fell for Spider-man. How she loved me...not the mask.

And then how she left me...and then why she did just that. And then...why she stayed. All of that, and now here she was, learning magic, just so that she could walk the same path as Jean and I, refusing to let us go...I was so proud of her. I was in love with her all over again.

I closed my eyes and reached into my mind. Touching it gently, causing her to flinch at the intrusion, before calming down when she realised it was me. She sighed, letting me into her mind, allowing me to send her memory after memory of us together.

I showed her the days we spent fighting together in the New York city rooftops. I should her the very first christmas together, and the one christmas I spent away from her. I showed her everything and every reason I loved her and Jean and slowly i felt her reply back in kind.

She shared her memories of us, of every moment she loved to share with me, the small ones and the big ones. And then she showed me the months she had to spend away from me, how she spent nearly every night hoping to be by my side to help protect me.

I reached out and took her hand in mine. I helped her to her feet. Her eyes opened up, looking right at me. I pushed my sling ring into her hand, and she knew what to do.

" _Don't' force it,_ " I told her, " _let it come to you. Give in to it...like you gave in to me and I into you…._ "

She nodded. I quickly moved away, standing a good twenty feet away from her, "come," I ordered her, "come to me."

She held up the sling ring and raised her right hand. She began spinning it in circles, focusing, letting go and letting her instincts guide her.

At first, there was nothing, and then, a spark. But then, nothing.

"Gra!" Felicia growled, throwing her hands down, "this is impossible!" He lowered her head, annoyed beyond belief.

I smiled, walking up to her and touching her cheek, lifting it up, looking straight at her, "Felicia...Kitten...I believe in you...I know you can do it because if you set your mind to something, there's nothing you can't do...try again."

And with that, I stepped away again, and this time I stood further away. She looked at her hands before closing her eyes and sighing. When she opened them I saw an iron will behind them and this time, I knew she would do it.

She spun her hand, immediately a circle of energy began to form before her. And then, suddenly, the portal spun alive. She jumped through, closing it behind her, tripping due to the sudden change in height, but I quickly grabbed her by the hip.

"You did it," I whispered.

"I did it!" she cried out.

"Sh!" one of the other trainees cried out.

"Sorry," Felicia winced. She looked up at me, a smile on her lips as she reached up and kissed me, "thank you."

"Any time," I replied, "come on, it's getting late, I'm sure your hungry by now."

"Yeah, kind off," Felicia grumbled.

We were about to leave to go back inside when suddenly my spider sense began blaring. I stopped, hesitating, Felicia noticed my change quickly, "what's wrong?"

I looked around and felt something change. I immediately shut my eyes and activated my Web Vision. I saw threads of magic spread all around the monastery. I saw so many different auras and magical energies spread out, but among them, glowing the brightest and drawfing everyone else, was a glowing green energy unlike anything else.

The Time Stone was being activated!

I knew instantly what was happening. Strange was finally trying to use the stone, meaning Kaecilius would be making his move now as well! The plot of Doctor Strange! The Ancient One!

I turned to Felicia, "something's happening, you need to get Jean and the others, now!"

"Where are you going?" she asked.

"To the source of all of this. Talk to the Ancient One and tell her as well, she needs to be informed," I broke away from her and ran.

"Peter!" she called out, but I refused to wait, "be careful!"

"I will!" I called back, running right to the library. I found it empty, no Wrong, no Mordo. Meaning they were downstairs at the transportation room with the gateways to the other sanctums.

I rushed down and sure enough, there they were. Wong, Mordo and Strange, the latter now wearing the Eye of Agamotto around his neck, looking very very confused.

"You were born for the mystic arts," Mordo told the man, all of them facing away from me.

"Yet my hands still shake," Strange sighed.

Wong nodded, "for now, yes."

"Not forever?" Strange asked.

"We're not prophets," Mordo supplied.

"Maybe you should start telling me what we are," Strange demanded. Mordo and Wong looked at each other, unsure and quite.

"It's time," I spoke out, gaining their attention. They turned to me and watched as I approached them, my hands behind my back, "he deserves answers Master Mordo."

Strange narrowed his eyes at me, he and I never had a conversation, the man avoided most of his fellow disciples, one of the many reasons he is disliked in the monastery. This was honestly the first time my would-be master and I shared the same space for more than just lessons.

Wong sighed, he motione dus to follow as he entered the inner chamber where the Eye of Agamotto once rested on a pedestal, "while people the Avengers and our young friend here safeguard the world from physical dangers, we socceroos protect it from a more mystical threat."

He approached the dias and spun the discs present on it, lighting up the globe hanging over us, displaying several mystical line intersecting all over the world.

"The Ancient One is the latest in a long line of Sorcerer Supremes," Wong continued, "this tradition goes thousands of years to the father of the mystic arts, the Mighty Agamotto. The same sorcerer who created the Eye you so recklessly borrowed."

Strange looked away with a small smirk, something Morod didn't seem to appreciate. I rolled my eyes as we listened to Wang continue.

"Agamotto created three sanctums," he pointed at the large globe overhead, "in places of power where great cities now stand, New York, London and Hong Kong. Together, the sanctums create a protective barrier around the world."

"The sanctums protect the world and we sorcerer's protect the sanctum," Mordo supplied.

"From what?" Strange asked.

"Other dimensional beings that threaten our universe," Wong informed.

"Like Dormammu?" Strange asked.

"To name a few," I shrugged.

"Have you experience with this?" Strange asked me.

I nodded, "my old master and I fought a demon named...well, I really shouldn't say it, if I do he'll know we're talking about him. Needless to say it wasn't an easy fight. Barely got away with my life."

"Wait," Mordo spoke, "Strange, where did you learn that name?"

Strange blinked, "I just read it in the Book of Time. Why?"

Wong and Mordo looked at each other before they began to explain just who and what Dormammu was. I gave the entire explanation only have my attention, after all I had learnt it all before.

In the end Strange squinted his eyes with focus, "so the pages Kaecilius stole-"

"A method to contact and draw power from the dark dimension," Wong nodded.

Strange looked at Mordo, Wong and I and chuckled, "okay..." he chuckled, expecting this to be a joke of some kind. He blinked when we didn't laugh back, "okay….I came here to heal my hands, not to fight in some mystical war."

"Of course you did," I sighed, I really much prefered my old Master Strange, the mature one who knew shit, not this arrogant ass...though I suppose anyone would react such a way at first.

Wong looked like he was about to say something when suddenly a bell started to chime. Immediately Mordo and Wong grew alert and afraid, they knew something was happening.

"London," Wong realised as we all turned to the door leading to the sanctum. They were thrown open as the master protecting it ran out. I looked inside and saw a transparent crystal fly and pierce the man's chest just as he crossed the barrier.

"Kaecilius! No!" Wong cried out as said former master sent out a wave of explosion that seemingly destroyed the London sanctum.

The resulting backlash sent a wave of destructing right at us. I knew I had to move, springing into the air before my spider sense could veen warn me of danger and grabbed Strange. We were then blasted backwards, flying right through the doors of the New York sanctum, appearing in the familiar corridors as the portal shimmered and deactivated.

"Wong?" Strange asked as we got back on our feet, he turned to me in shock, "what happened?"

I painted, looking at the dead portal, "we ah….I think we're alone." I looked at the solid rocky wall structure before us. We were in the plot of Doctor Strange now.

* * *

 **Slight changes here and there, but expect the same plot of Doctor Strange to play out, honestly can't change much in that movie, just the ending a bit, and a few details here and there.**


	64. Repeating something makes it happen

I stood in the middle of the New York Sanctum and sighed as Strange came rushing back in, "t-that's New York outside. We're back in New York."

I nodded, "yeah, Wong told you didn't he? Three sanctums."

"What are we to do now?" Strange asked.

"I guess…,well if Kaecilius is coming after the sanctums, we need to inform Master Drumm he might be in danger," I told him, looking around, "but ah...he doesn't seem to be here at the moment...strange."

"Yes?" Strange asked.

"No, not you, I mean strange, it's weird," I sighed, "God, so many puns, so little time."

"Right…." Strange shook his head, taking off to search the sanctum for Drumm. We quickly found the teleporting cupboards, each mirror serving as a portal to several locations all around the Earth.

We then went upstairs, to the armoury. Strange got quickly distracted by all the trinkets present there, and to be honest, I was a little taken as well. The items here were of amazing power and quality, few would ever select an owner for itself as most lacked the will power to use them.

I saw Strange pass by the cloak of levitation, his soon to be item of power. The cloak was almost alive in the way it moved, I always suspected it held a certain sentiance to it's manner.

"Hello?!" Strange cried out once more, only to get no response.

"It's pointless," I told him, "either Drumm is dead, which is unlikely since this place still stands, or he's getting ready, which means he won't hear us anyway."

"What are these things?" Strange asked.

"Items of power," I quickly replied.

"You have gotta be joking," he gasped, looking at the cases, "all of them?"

I shrugged, "one would think." I walked by when suddenly I felt something. A feeling of familiarity as I looked around and found what looked to be a pure black blade at least four feet long suspended vertically by magic

The blade was pure blade, the only break in the colour was the golden crossguard it had which was in the shape of a pair of thin and sharp bat wings with a bright red gem in the middle.

The metal was odd, the blackness didn't seem to reflect...well, anything. I suppose it was similar of vantablack, the material I knew the scientist in my world were just discovered. However, it didn't feel scary, not at all. In fact...it felt...welcoming.

But just before I could do anything to address this sensation I was feeling, I was broken out of the trance. "Peter," Strange called out, "I sense something happening downstairs."

I hummend, stepping away from the metal weapon, "right, coming." I walked with him as we both went down the stairs, back to the ground floor. We stopped as we recognized Drumm standing there with a staff in hand, I was about to call out to him when the entire building suddenly flipped on its own head.

Strange and I grabbed the railings of the steps and steadied ourselves as the house shifted. Drumm took several steps back as the floor, walls and windows bacme copies of themselves, shifting across the surface repeatedly.

And just then, the doors flung open as Kaecilius and his disciples studded in, there were two red robed apprentices behind the former master, one male, one female, and Kaecilius himself locked eyes with Drumm.

"Daniel," the man bowed, "I see they have made you the master of this sanctum."

"Do you know what that means?" Drumm asked.

"That you'll die protecting it," Kaecilius grumbled as he clapped his hands and brought them away slowly, summoning a transparent crystal like staff.

I knew what was going to happen, I watched as the two students attacked Drumm with similar weapons. The Master held off at first, but I knew it was just a matter of time as one student snuck up behind him and knocked him to his knees.

Kaecilius was brought back his hand to stab him when I jumped in, a whip of Vastha already wrapping around Drumm's chest and pulling him away form the strike that would have ended his life.

"Stop!" Strange yelled as he joined me on top of the stairs. Drumm back flipped, i disengage my whip as the man landed next to us, the three of us looking down, the attention of the three traitors now on us.

"Thanks," Drumm nodded.

"Don't mention it," I replied.

Kaecilius looked up, amused, "much tricks you have. I'm honestly surprised, I didn't think you would have assistants Daniel."

"Shut your mouth traitor," Daniel hissed, "you will not pass the three of us."

"Maybe," he shrugged, "but we shall see." Without another word the three of them attacked. Strange immediately smacked his hands together, conjuring a whip similar to mine, though it seemed to lack control and structure that I had.

The two traitors apprentices climbed along the wall, running with great speed as they came right at us. I leaped away from the female as she swung for my head. I ducked and swirled away from her attacks. Moving back as I let her think she gained the advantage

I saw Drumm take on Kaecilius once more while Strange seemed to have his hands full with just one apprentice.

I ducked under a swipe and smirked, "you're not very good at this are you?"

"Shut up!" she growled, trying, and failing, to stab me.

"You know maybe I can show you a thing or two about fighting," I ducked under a swipe and reached up, grabbing her arm and holding it tight.

She tried to break free but couldn't. Her eyes widened as I brought my fist up and hit her right in her jaw with a mean uppercut.

The traitorous magician was sent flying backwards, but I pulled her back to me with my tightened grip, spinning around and leveling her against the wall, headbutting her hard enough to break her nose.

I stepped back, watching her sink down unconscious. I summoned a few more whips of Vastha and bound her tight, I took out the sling ring and formed a portal to the middle of the monastery and kicked her through. I'm sure they would make sure she was well taken care off.

I turned turned and saw Strange being thrown into the corridor with the teleporting cupboards. Knowing he would take care of himself I went to help Drumm with Kaecilius, jumping into the fry by sending a kick at the man's back, knocking him to his feet.

"You are agile," the man turned nad narrowed his eyes. He blocked Drumm's staff without even looking and threw his hands at me, out of which several hundred small spike of crystal structure flew out.

"Nope!" I summoned a portal before me through which they flew through. Drumm moved back and swung his staff, striking Kaecilius across the face.

"Two against one seems unfair," Kaecilius growled as he crossed his arms in a flurry, causing the entire room to suddenly shift, pushing both Drumm and I away from each other while Kaecilius vanished into a curtain of reflective glass.

I looked around, panting as I knew he wouldn't just run. Suddenly, Drumm cried out, "argh!" he dropped to his knees, holding his side in pain as blood seemed to rush out.

"Master Drumm!" I called out, about to run to his side when my spider sense wanted me of an attack. I moved aside, just in time to see a hand appear out of nowhere, with a very sharp crystal dagger at the end.

Then suddenly a large crystal blade came right at me, pinning my large robes to the ground. I was halted for a second before I got back on my feet, ripping the robes as I did.

"ARGH!" Drumm cried out again, I looked up in horror as I watched Kaecilius come back to our realm, a blade in hand that sheated itself into Drumm's chest.

"NO!" I cried out, charging at Kaecilius in rage. The man jumped back, vanishing into his mirror dimension. I skidded to the floor, reaching Drumm as he feel to the ground, bleeding out.

"Kaecilius is using the mirror dimension to perform sneak attacks," Drumm told me as he gasped, blood pouring from his chest like an open faucet, staining my hands, "don't let him win, protect the sanctums. I beg of you."

"No, don't say that," I begged, holding the man in my arms, "you'll make it through this, I swear. Just let me get you to Kamar Taj and the Ancient One will heal you!"

"No time," Drumm grunted, "let me go...save the sanctum," and without another word his eyes became vanct as he dropped down, his body growing still.

"No," I whispered. I wanted to change destiny, but it would seem certain things would never change. I put Drumm down and got up, "Kaecilius, come out and face me you coward!"

And just then Strange came running in, painting, "I got him!"

"Duck!" I cried out, just in time as the moment Strange dropped down Kaecilius came flying into our reality, twin blades in hand ready to strike Strange down.

Skit!

My stingers came out as I jumped, leaping across the room and bringing them down over the traitorous master.

The man turned and in the last moment managed to hold back my stingers with hsi crystal blades. He dropped to one knee from the force of the attack and grunted as I kept pushing him down.

Creck!

His eyes widened in shock as he saw my blade cut into his blades, "w-what are you?" I did respond, instead I kicked him, he flew backwards, gasping for air.

I jumped onto him, but at the very last second a sheen of mirrors appeared over him as I landed in the mirror dimension, a reflection of the real world.

I looked around and saw what happened in the real world, Strange ran away and Kaecilius followed him. I reached down and took out my sling ring, reaching out and creating a portal out of this nightmare world.

But for some reason I found resistance, the moment I opened a portal into the New York sanctum it immediately changed locations, opening up in what I recognized as the forest in Central Park.

I realised Kaecilius must be blocking portals from getting into the sanctum somehow, which was probably why the Ancient One didn't come sooner, but only after the lunatic was dealt with. Strange created a portal to the hospital from the _inside_ and then kept said portal open, I'm guessing that was the exception from the warding.

I jumped through and closed the portal behind me. I looked around and knew I had to go stealth, not only was I the most famous criminal on the nation's watch list, I was in New York, where I was considered a legend by some. I'm sure someone would recognize me.

I looked down, my robes were torn to shreds and covered with blood...but not my own. I sighed, these were the days I wish I was still just a regular teenager and not a superhero.

I took off my robes and placed them aside. "Activate Black Spider mode. Password: # $!%! %." The costume shimmered alive, covering me while, displaying the white spider logo on my chest proudly.

I couldn't go to the Sanctum directly, it was for one too far away and for another if Kaecilius warded it from the inside, the outside was probably equally unbreakable. But I did have a way in.

"Sexy, enter stealth mode and find out which hospital Strange worked for before his accident," I ordered the AI as I grabbed my clothes laying on the ground and stuffed it inside the pocket of infinite storage I had on my back.

" _Right, Strange worked for Metro-General hospital, do you want me to form a route?_ " it asked as my costume shimmered and became invisible.

"Damn right," I replied, jumping into the trees and quickly rushing towards Strange's former workplace. If my calculations are correct, by the time I reach there Strange should have arrived there with his stab wound needing emergency surgery.

I swung threw New York city once more, smiling at the sight of the buildings around me. It's been a few months since I was here and yet I took to it like a fish to water.

I swung over to Metro-General and snuck in through an open window near the tenth floor. I rushed inside, making sure not to bump into any of the doctors or nurse who couldn't see me.

As I rushed threw I felt a spirit pass by. Squinting my eyes i noticed it was the astral form of the red male student of Kaecilius, here to try and kill Strange. I didn't have time for this, Strange could handle himself, Kaecilius was mine.

I rushed to where I guessed the portal was and sure enough, five feet above the ground in a janitorial closet was a glowing portal right into the heart of the New York Sanctum. I jumped in, rushing through the corridors as I noticed Strange's cloak fight against the body ot the traitorous apprentice.

I rushed through to armoury where Kaecilius has just taken off the last of his restraints. He looked up in shock as I opened my palms and sent two repulsor blasts right at him.

BOOM!

He opened a portal the mirror dimension absorbing the energy. I used my telekinesis and banished a large drum to him, the man ducked, allowing it to sail over his head as I then summoned a whip to grab his leg.

I swung with all my might, sending the maniac into a wall. He grunted in pain before immediately getting back up and sending a wave of crystal shards right at me. I brought up a shield before shooting out a web line to his robes and pulled.

He came flying at me as I kicked him to the side. He crashed into a exhibition of a giant golden mace. He grabbed the item and roared, "beat that who vexes me!" quickly chanting a mantra in sanskrit, causing the weapon to suddenly come flying right at me like a cannonball.

I grabbed it by the sides, but was immediately swept off my feet as it made me fly back.

Crash!

Crash!

Crash!

I landed in a pile of glass and wood. I looked up and saw the black blade from before. I noticed Kaecilius rushing at me, weapons in hand. Acting on instinct I grabbed the blade by the handle and swung.

CLACK!

It struck Kaecilius' shard of energy. I watched in surprise as the blade seemed to cleave through it like butter, cutting into his body and slicing his forearm deeply.

"ARGH!" he cried out, jumping back.

He looked down at his bloody hand, by now I was back on my feet, ready to defend myself, but he never struck back.

He looked at me and then the blade, "that relic...will be your death," he then turned and ran, jumping right through the giant circular window with the seal for the New York sanctum present on it.

"That's right! You better run!" I cried out and rushed to the window, waiting for Kaecilius to return, but to my surprise, he never did.

I sighed and sat down on the steps, leaning back as I relaxed for a moment with the blade at my side. I looked down at it and blinked, "what are you?"

Just then a portal appeared behind me and out of it stepped the Ancient One and Mordo. I got up, the masters turned to me in shock. Mordo spoke first, "you're alive."

I snorted, "don't' be too surprised, I used to face morons like Kaecilius every other week I'll have you know."

"I apologise, we couldn't come sooner," the Ancient One replied, "Kaecilius had wards all around..." she looked down and saw the blade by my side, "oh my...the Ebony blade."

Mordo's eyes grew wide as he looked down, shock obvious on his face, "how? It is...that relic is said to be-"

"-Dead, yes," she narrowed her eyes and then looked at me, "how did you gain access to it?"

"I honestly have no idea," I replied.

"That blade was forged by Merlin himself, given to Sir Percy of the Round table."

I blinked, "woah."

"Sir Percy inhibited the true codes and ethics of a Knight, serving to be the purest and noblest, well deserving of his title. It is said only the pure of heart could wield the blade, someone who could match it's original owner...if not, well then they would be consumed by their own evil…."

I blinked, "what the hell is this thing even made off?!"

"Starstone," the Ancient One hummend, "apparently it was a meteorite that Merlin used to forge the weapon. It's said to cut through magic, the perfect weapon to use when dealing with magic users."

"I did manage to get a good swing in," I replied as I looked at the blade, it's properties seeming to be better and better every second, "tell me, what happened to the last owner of this blade?"

"Dane Whitman...he was a good man, but as time went on, the power the blade granted him got to his head...he died soon after."

"The blade is like an amplifier Parker," Mordo stepped in, "it takes what little vile emotions you have and applies to them. If you intend to use the blade at all, well then be warned as is has turned better men than you into killers."

I sighed, "damn, you don't make things easier do you...fine, anything else I should know about?"

"A lot," the Ancient One nodded, "after this is over, I'm sure you'll have a chance to find out."

Just then we heard footsteps approach, turning to the steps we found Strange rushing up the stairs towards us, clock around his shoulders.

"The cloak of levitation," Mordo observed in what seemed to be a supring day for him, "this is...most impressive."

"A notable achievement indeed," the Ancient One smiled, "though be warned, it is a fickle thing."

Strange painted, looking around as he noticed the empty trap which held Kaecilius. He turned to me, "who are you?"

I blinked for a second before I realised I still had my mask on, and I don't think Strange knows who I really am. That guy really doesn't pay much attention to use these days.

My helmet drew back, revealing my face, "it's me Strange."

The man blinked, "oh. Parker, I didn't realise...you're Spider-man?"

The Ancient One and Mordo chuckled, the latter speaking, "you really must remove your nose from the books once in a while Strange."

Strange panted, "he's escaped."

"Kaecilius?" the Ancient One asked.

Strange nodded, "yeah...he's he's something else. He can fold space and matter at will."

"No," the Ancient One's eyes widened, "if he can do that outside the Mirror dimension then...how many more?"

"Two, that I know off," Strange sighed.

"I capture one and sent her to Kamar Taj," I informed them.

"Yes, we subdued her as soon as she arrived," Mordo nodded.

"And the other is….is lying downstairs," Strange said, shaken to his core, "dead, and Drumm-"

"His body will be taken back to Kamar Taj," Mordo assured the doctor.

"The London Sanctum has fallen," the Ancient One said cautiously, "only New York and Hong Kong remain now. You both defended the New York sanctum, Parker has his duties elsewhere, but with Drumm gone this sanctum will need another protector, Master Strange."

Mordo looked offended, "Master no, Strange isn't ready. Parker is more qualified to gaurd this sanctum than him!"

The Ancient One sent Mordo a glare, shutting the man up. She turned to Strange and raised an eyebrow, "well?"

Strange looked down before turning, fury in his eyes, "no. It is Doctor Strange, not Master Strange, and Mr. Strange, _Doctor_ Strange. And when I became a doctor I swore an oath to do no harm to another life and I have just killed a man! I am not doing that again, I became a doctor to save lives, not take them."

The Ancient One shook her head, "you became a doctor to save one life above all others, your own."

Strange scoffed, "still seeing through me are you?"

"I've seen what I've always seen, your overinflated ego," she pressed, "you want to go back to the delusion that you can control anything...even death," she turned to me, "not Peter Parker, and not even the great Doctor Stephen Strange can do such a feat."

Strange glared, "not even Dormammu?" the Ancient One went stiff, "he offers immortality."

"It is our fear of death that gives Dormammu life, he feeds off it."

"And you feed off him," he approached her, "I know how you do it, I've seen the missing pages in the book of Time, I know-"

"-Strange," I cut in, "that's enough."

He turned to me, "you knew?"

I looked at them, each wearing a different emotion, Mordo in confusion, Strange in anger and the Ancient One wearing a brilliant poker face. I sighed, "I suspected."

"What are they talking about?" Mordo asked.

"Her life, the source of her immortality," Strange turned to Mordo, "she draws power from the dark dimension to stay alive."

Mordo scoffs, "that's not true..." he turned to his master to see her face cold, "is it?"

She didn't say a word to Mordo, "once they regroup, the zealots will return...you will need reinforcements..." she turned and left, summoning a portal and vanishing threw it.

Strange turned to Mordo, "you don't know her."

"You have no right to judge her," Mordo defended his master, "you have no idea the responsibilities she has as Sorcerer-"

"-No, and I don't want to know," Strange snapped back.

"You're a coward!"

"Because I'm not a killer?"

I sighed, "enough," they both turned to me, "Strange, we honestly have no time for this….Kaecilius and his army of morons will come for us again and we need to be ready. Fighting amongst ourselves will just make it easier for them to kill us. You want answers, let's try and survive long enough to get them."

Mordo and Strange glared at each other. The green robes sorcerer hissed, "you are still nothing more than a coward Strange."

Vrarom!

"They're back," I covered my face once more, blade in hand I leaped down the stairs as Mordo and Strange followed right behind me.

We looked down from the stairs as Kaecilius and his zealots formed a large ball of energy, enough to destroy this building.

"No!" Mordo yelled, gaining their attention. He and I jumped down, quickly engaging two red robbed zealots while Kaecilius got ready to blow us all away. "Strange! Get down here and fight!"

"I have a better idea," Strange hissed, sending out a wave of energy that surrounded us all. My spider sense blared, I jumped away and out the sanctum's window just in time.

I rolled out into the streets and looked up, seeing Strange and the others being absorbed into the mirror dimension. I cursed, I moved before I realised what I was doing. But either way I doubted I could last long in a fight with those people in such a kaleidoscopic realm.

"Hey, is that Spider-man?" someone on the streets called out. I turned and realised almost everyone on the street was looking at me. I cursed, I quickly blade the Ebony Blade on my back, the suit automatically forming a back holder for it. I then activated the suit's stealth feature before anyone could take a picture and jumped onto the building, crawling my way out the roof.

From there I tried to open a portal to the mirror dimension, but to my utter shock found myself unable to go in. It seemed Kaecilius didn't want me there at all. No choice: plan B.

I shot a web line and began swinging around the neighborhood. If I recall correctly they have a big fight in the mirror dimension and then result of which is the Ancient One getting hurt...falling and then dying.

I need to keep an eye on making sure that doesn't happen. I looked around but couldn't identify the building she would be falling from. So I did the next best thing. Everything.

I swung down the street and engaed my expecndale back arms. I had them shoot our large web nets that were a bit unstrudy, but should be able to hold a single person's weight.

I moved down the street building the web nets right above the streets, serving a role similar to suicide nets, expect in this case it was to help an immortal awesome sorceress instead. I knew by doing this I would be alerting SHIELD to my preceness, but this was priority.

I moved from street to street, the extra four arms helping my quadruple my time. I covered nearly three square blocks when I felt the shimmer of a dimensional portal activate.

I looked around before spotting the tell tale sign of it opening a street away. I saw a single figure dressed in yellow come fly down. And fall right into one of my nets.

I jumped into the air, "yes! Hell yeah! Take that destiny!" I leaped into the air and swung my way down, landing on the net right next to the Ancient One and dismissing my stealth mode.

"Peter," she gasped, holding her side, "what have you done."

"I told you," I looked down, I saw a stab wound on her abdomen, deep, blood rushing out, "I refuse to accept destiny's ruling."

"Then you will suffer for it," she warned.

"I doubt destiny can be such a bitch," I shoot webbing into her shoot to clog the blood. Immediately I saw Strange approach us through the air, looking down in concern, "she needs medical attention."

"Give her to me," Strange nodded as he picked her up and took off.

"Parker," Mordo approached me, leaping on magical platforms created by his shoes, "perhaps it is best if you waited for us back at Kamar Taj," he looked down at the several cameras now pointing at me, "you draw too much attention."

I nodded, "ah right, I guess you two have it from here," Mordo nodded and vanished, a minor invisibility spell.

I saved her life, Strange would be able to stop the bleeding for sure, and Mordo would refuse to let her die before she told him what he wanted to know.

I looked down at the people staring up at me, I stepped to the edge of my web and revealed my face once more, "remember...the Age of Heroes is now." And with that I took of web swinging away.

Almost immediately I found a helicopter in the air, looking for me. I hide in the shadows of a roof top underneath a water tank, watching as slowly the entire NEw York skyline became infected with SHIELD and local law enforcement aircrafts.

Hell of a response time for little old me. I reached into my backpack and took out my sling ring, summoning a portal to Kamar Taj and slipping right through to the library on the other end. I sighed, looking up to see Wong there waiting for me.

"What happened?" he asked.

"It's a long story...and it's not over yet," I retracted my mask, "bring every able fighter we have on hand. The New york sanctum is under attack and-"

Ding!

The bells rang once more. Wong and I rushed to the dias and saw the New York sanctum's seal fall.

"Shit!"I hissed, "they must have gone right back after defeating the Ancient One and destroyed the place."

"The Ancient One has been defeated?" Wong asked in shock.

I nodded, "she's been stabbed, she'll be fine," I waved his worry away.

"Then we need to hurry," Wong nodded, "only Hong Kong is left. I'll gather the students… perhaps it would be wise to bring your friends as well."

I nodded, "I was thinking the same thing," we went our separate ways, Wong to the main hall while I found Jean's telepathic connection and contacted her, " _Jean?_ "

" _Peter? Oh thank god, we were all so worried._ "

" _I'm fine, great actually. Where are all of you?_ "

" _Your room, hurry,_ " Jean cut the connection as I rushed to the room.

I threw the door pen and found Jean, Wanda, Ben, Tandy and Felicia all waiting for me inside.

" **Kid, you okay?** " Ben asked quickly.

"I'm fine," I nodded, walking in, "but we have a big problem."

Felicia sighed, rubbing her temples, "what now?"

"An interdimensional being that wants to consume Earth is nearly here. His followers are going after the Hong Kong Sanctum and we need to protect it or else we'll be taken into what is basically hell," I explained.

Jean blinked, "oh, is that all?"

"Every day it's something new isn't it?" Wanda sighed.

"Wait, Peter, is that a sword?" Tandy pointed at the black blade jutting out over my left shoulder.

I sighed, "yes, it is. Long story, but it's useful. Look, whatever may be the case, we need to suit up," I nodded to them, "Wanda, Felicia, Jean, you have your suits?"

"Right here," Felicia, Jean and Wanda stood, their robes shimmered, transforming into their costumes. Felicia in her Black Cat suit while Wanda was dressed in a skin tight black suit with several belts around her hip with small pouches strapped to them and a large red overcoat with a hoodie attached to it.

Jean had decided to change her look, now dawning a black suit with a green overcoat and a green 'X' across her chest.

"What the shit?" Tandy blinked, "how-what-how….wah?!"

"UMF suits," I shrugged, bending down and pulling out a chest from underneath my bed, taking out two more suits, tossing one to Tandy and Ben.

" **Thanks, but no thanks kid,** " Ben grumbled, tossing the suit aside, " **I don't need it.** "

"Ben theses suit's can keep you from bleeding to death and turn into any design you want," I insisted.

"Plus it stretches," Felicia nodded.

"No, it doesn't," Wanda scoffed.

" **No offence kid, but I don't need the protection. Plus, I'm not much of a fashion model,** " he grunted.

"This is freaking awesome," Tandy whispered, looking at her suit, "so it can transform into any design?"

I nodded, "just scan a picture and let the suit do the rest. Anyway, we don't have time, get suited up and met us outside, we're heading out."

Tandy nodded as the rest of us left, meeting up with Wong outside.

"Is that all?" Wong asked.

I shook my head, "no, Tandy is coming."

"We dont' have time to wait," Wong nodded to his amassed army, "we shall go on ahead, you come in when you are ready."

I nodded and watched as they all charged into the library, accessing the portal that lead it right to the Hong Kong sanctum.

A few moments later Tandy came rushing into the courtyard, wearing a white full bodysuit with a grey cross down the middle and what seemed to be a quarterstaff on her back.

"You know how to use that?" I asked her.

She nodded, "oh yeah. I've been practising."

"If we're already then let's go already!" Wanda said impatiently as we rushed to the library. The portal to the Hong Kong sanctum was open, but before we could jump through there was an explosion from the other side, killing the portal.

"Shit!" I cursed, stopping before the portal, "Kaecilius must have gotten through already."

"What do we do?" Felicia asked.

"I-" I stopped as a new portal opened up in the middle of the dias. We got ready for another confrontation, drawing our weapons, but out of the portal stepped Strange and Mordo, and limping behind them with a cane was the Ancient One.

I sighed, "thank god."

She smiled, "I should be thanking you...or rather pity you..."

"I told you, I'll deal with it...now we have bigger fish to fry, Kaecilius has attacked Hong Kong. They need back up."

"Then there isn't a moment to lose," Mordo nodded as he formed a portal to Hong Kong. We stepped through, and greeting us was a scene of utter destruction and chaos.

The street we were on was utterly destroyed. And the sanctum that was at the end of the road was leeled to nothing with the bodies of our former students on the ground before us.

"We're too late," Mordo whispered, we looked up at the sky, the world was shimmering, changing as slowly a window into Dormammu dark dimension showed us the infinite horror that awaits us all.

"No, not yet," the Ancient One stepped forward, "hope must never die..Strange, you know what to do."

The Doctor looked down and groaned, "yes, I think I do." He stepped forward, activation the Eye of Agamotto, causing his arms to be covered with a spinning circular band of time energy.

"No!" Kaecilius stepped out of the ruins of the sanctum and charged at us, spear at the ready, he was about to jump at Strange to kill him when the Ancient one, Mordo and I all moved in front of Strange, each sending out a blast of energy right at the zealot.

BOOM!

The man roared in pain as he went flying back, rolling on the ground to his apostles. Strange's spell then took effect, slowly time began to receiver as Kaecilius suddenly flew back into the air, came towards us and then began running backwards.

We all watched in awe as the world around us turned backwards in time, the destruction caused slowly being eased.

"Look!" Tandy cried out, we saw the zealots start to shimmer, their slow reversal in time changed, allowing them to break free of Strange's spell and move forward in time.

"Did they seriously just break through a spell cast by an infinity stone?" I asked in disbelief as I drew the Ebony blade and stood next to Strange.

"Dormammu's power is dangerous, nearly unstoppable," the Ancient One surmised, "Strange, keep going until the sanctum has returned, the rest of us shall cover you."

"Right," Strange nodded as he began to sweat, somehow maintaining the complex spell.

" **Well then, I guess it's CLOBBERIN TIME!** " Ben roared as he charged, tackling two sellouts to the ground.

"Jean, Wanda, help him out! Tandy, you and Felicia are with me," I quickly ordered out, my team took off, pouncing into the fight.

Kaecilius came right after Strange, only to have Mordo and the Ancient One stand in his way. The old woman was slower this time, but her skill was still much more than Kaecilius, and thanks to her and Mordo working together, they managed to keep Kaecilius at bay.

Felicia and I confronted two zealots, quickly engaging in hand to hand combat. They summoned their crystal weapons, but we easily evaded them.

Felicia grabbed her opponent's outstretched arm and coiled around it into a lock, brining the zealot to their knees. She flexed her fingers causing claws to spring out the tips, she brought it down and scratched into the zealot's meatly neck, and then, the claws glowed a neo-blue.

"ARGH!" the zealot screamed as he was electrocuted and knocked unconscious.

I so love it when I upgrade things.

I kicked and knocked back two zealots, my advanced strength helping make my attacks much more dangerous. I kicked the one getting up in the chest, dropping her to the door and quickly webbing her up to the ground.

My Spider sense flashed, I turned and brought up the Ebony blade, just in time.

Klinck!

The glass structure was halted inches from my neck. I growled as I began pushing back, slowly cutting the shard in half. The apprentice noticed this as well and immediately disengaged and jumped back.

He summoned a blade into his other hand and was about to charge when he stopped mid step and fell flat on the ground with several glowing light daggers sticking out of his body.

I looked up and saw Tandy standing behind him, "be more careful Pete."

I grinned and turned, more zealots coming our way. We moved forward as more and more of the street began to clear up. I noticed a pile of rubble clear up, recognizing Wong trapped underneath straight away.

"Wong!" I cried out, rushing to his side. Tandy joined me as she helped pull up, the man blinked, a large gasp escaped his mouth as life came back into his body.

"W-what happened?" he asked desperately.

"Strange," I motioned over, the sorcerer was focused, increasing his reversal of time to twice its initial pace.

I saw Ben and the others take down the rest of Kaecilius army while Kaecilius himself was bound by the Ancient One's spell, brought down to his knees and knocked unconscious.

We saw the pieces of Hong Kong slowly being brought back together, the sanctum restored, all the destruction and the lives lost, reversed. And as the Hong Kong sanctum reformed, the window to the Dark dimension vanished.

But then, something happened. The Time Stone died out, the window refused to close. Strange and everyone was shocked, the only one who seemed to understand what happened was the Ancient One.

"Dormammu is refusing to give out his footing," she brought up her magica circle before her, "I'll deal with him," she tried to move but gasped in pain, her magical weapon dismissed as she held her side, gasping in pain.

"I...I have an idea," Strange replied, using his cloak to fly into the Dark dimension.

"What's he doing?" Wong asked.

"Saving us all," I replied.

I looked at everyone and sighed, "this is going to be such a pain."

 **Reverse:**

"What's he doing?" Wong asked.

"Saving us all," I replied.

 **Reverse:**

"What's he doing?" Wong asked.

"Saving us all," I replied.

 **Reverse:**

"What's he doing?" Wong asked.

"Saving us all," I replied.

 **Reverse:**

"What's he doing?" Wong asked.

"Saving us all," I replied.

 **Reverse:**

"What's he doing?" Wong asked.

"Saving us all," I replied.

 **Reverse:**

"What's he doing?" Wong asked.

"Saving us all," I replied.

 **Reverse:**

"What's he doing?" Wong asked.

"Saving us all," I replied.

 **Reverse:**

"What's he doing?" Wong asked.

"Saving us all," I replied.

 **Reverse:**

"What's he doing?" Wong asked.

"Saving us all," I replied.

 **Many times later:**

Strange came back down as slowly the rift in the Dark dimension begum humming, slowly shrinking in size.

"No!" Kaecilius cried out, wiggling on the ground like a worm, "no! We were so close!" And then, suddenly, he and the rest of his apostles rose into the air.

We didn't try to stop them as they were drawn into the dark dimension, turning into these black feature less things. We watched them vanish into the other world and with it, the window to Dormammu.

The Ancient One turned to Strange, the man dropping to his knees, exhausted, "well….now that was impressive. Congratulations Doctor Strange, the Earth is safe once more, thanks to you."

"But at what cost?" Mordo asked, confronting the Ancient One, "your powers are spitting on the rules of nature itself. What Strange did defies the laws of nature, of balance!"

"Mordo...I know you feel betrayed, I know you feel like I owe you an explanation and I do," the Ancient One sighed, "I owe you all...but now is not the time," the turned out the sanctum where the previously dead students of Kamar Taj walked out, "we need to tend to them now."

"Fine," Mordo spat, "after this, we will speak."

The Ancient One modded, "indeed we will."

 **A few days later:**

We stood in the inner chambers of the library at Kamar Taj, I, Jean, Felicia, ben, Wanda and Tandy along with the Ancient One, Mordo, Strange and Wong.

It took a while, but the other students had finally recovered from their battle with Kaecilius. They suffered a great load of mental stress, being dead would do that to you, but eventually they all recovered well.

"He seemed to have calm down," Jean leaned in and whispered, motioning to Mordo with her eyes.

I nodded, "apparently he and the Ancient One had a nice long talk."

"They totally did it," Tandy giggled, Wanda rolled her eyes while Felicia gave her a subtle high five. Who knew those two would bond over something like a bet?

"Doctor Stephen Strange," the Ancient One spoke in a clear voice, her health fully restored, no longer requiring a cane to walk.

Strange walked up to her, his cloak billowing behind him as he approached the raised dais the Ancient One stood on.

"In our time of greatest need, you came up to the challenge," the Ancient One began, "and as a reward, if you wish," she took the Eye of Agamotto and wore it, "I will return to you, your hands."

Strange's eyes widened, he looked down and was about to extend them when he stopped. He looked at them and sighed, shaking digit retracted back as he shook his head, "no...I...no..."

The Ancient One smiled, "well it seemed I was wrong about you Master Strange, I am glad."

Strange snorted, "I live to defy expectations."

"If you're interested, the New york sanctum steal requires a Master to protect it..."

Strange seemed to think about it for a second before nodding, "yes...I accept."

"Wonderful," the Ancient One modded, "speaking of which, the London sanctum has been now restored to its original state and lacks a protector," she turned to me.

I blinked, "I'm not half as skilled as a Master."

"And yet you are more qualified to be the sanctum's defender if needed, yes?" the Ancient one raised an eyebrow.

I blinked, "I ah...I guess. I mean, you'll need someone qualified to properly take over, but I don't mind helping out until then."

The Ancient One modded, "understandable. And if you wish you may have someone from the monastery serving as your assistant. Ms. Grey and Hardy perhapes?"

I blushed, covering my mouth with my hand and coughing, "argh, yeah, sure."

"Hey! What about me!" Tandy cried out.

The Ancient One gave a smile that seemed oblivious, "you have still yet to learn control over the Life Force, while you have improved, you have a long way to go Tandy Bowen, as such, you shall stay here….until you are mature enough in mind to bare your powers."

"But-" Tandy began, only to stop as the Ancient One glared at her. She sighed, "yes master…."

"Also...you wouldn't happen to know something about an ongoing wager regarding myself and Master Mordo do you," the Ancient One spoke and a thinly veiled threat behind her smiled, "if you do….I would very much like to hear about it."

Tandy gulped, "y-yes master."

"That is just cruel," Strange chuckled, shaking his head.

Soon after the ceremony we were all dismissed, Strange and I however were asked to remain to be keyed into the wards at the sanctums. After which the Ancient One left as well.

"Don't worry too much," Strange told me as he unlocked the portal to the New York sanctum, "you're...something. When you showed up out of the blue so many months ago I was confused as to who exactly you were. I had never heard of you before and yet you were very skilled. Tell me, who exactly was your master?"

I smiled, opening the doors to the London sanctum, "his name was Doctor Stephen Strange."

"Oh, I see-wait what?!"

I chuckled, walking through the portal, "a story for another time. See you soon, Master Strange!" closing the doors behind me. I smiled, that would make him panic for a while.

* * *

 **First off, yes, Mordo won't go off the deep end, not just yet, and the Ancient One will be around, Strange still needs a guide into this world and in my story she will play an important part in the final arc against Thanos.**

 **Anyway, the next story arc is just Peter and the girls living, a small break between saving the world and being...well, them. Anyway, I hope you enjoyed.**


	65. New Home, New Life

I huffed, carefully placing the huge stack of boxes in the middle of the London sanctum's inner chambers.

"Is that the last of it?" Jean called out from upstairs.

"Yeah," I yelled back, closing the portal I had made, "is everyone finished?"

"Almost! Wanda just finished up,come and see for yourself!" Jean called out.

The London sanctum wasn't anything like the New York one. For one, it was located in the middle of a very small neighborhood and was very very small, basically squeezed into two identical building with narrow walkways and narrower windows.

It was cozy to be honest, maybe something a family of five would find comfortable living in. Which was why it was also decorated as if a family was meant to be staying her. Lilly yellow wallpapers and a set of antique furniture, all of which I knew to be magical.

The house itself had three floors, the first being the ground floor with a door, the kitchen and dining area along with a single room that served as my private lab, which I had to trade Jean and Felicia the master room for.

And pushed up against the back of the ground floor was a hidden panel that opened up to the portal to Kamar Taj. Simple design really.

The steps leading upstairs were pushed to one corner, the cupboard underneath said stairs served as a small closet for cleaning materials and to hang coats and a shoe rack.

The first floor had the living quarters. The previous master had this area used for martial arts practise, a small dojo. However the moment we moved in we all decided it would be nothing else be a living room to watch TV and veg out.

The first floor had my room, which was a small confined space, big enough for one in wall closet, a queen sized bed and a bookshelf. Jean and Felicia got the Master bedroom, sharing it. It was three times bigger than mine with a single large king sized bed. They hadn't been here for a day but they already had posters up and clothes lying every which corner.

The second floor had two bedrooms, one was empty while Wanda took the other. And the rest of the space had various smaller rooms for things such as a smaller but still impressive collection of relics and weapons as well as a large library.

The third floor had many more mystical rooms I had yet to explore, a set of teleporting cupboards like I had seen in New York, a couple of rooms for storage and a telescope that looked at the sky through a giant circular window where one of the mystical seal of Agamotto was present, like the largest jewel on a crown.

There was also an attic where older spokey items were kept. But I mostly kept away from that, too much dust and all. Plus very much a hassle.

I picked up the boxes I was carrying and walked up to the first floor. Jean and Felicia were relaxing on the couch, Wanda however seemed bored, skipping through channels without a second glance.

"You guys settling in alright?" I asked, putting the stack down and telekinetically lifting them and banishing them away, two boxes to the Master bedroom and three to mine.

"TV is shit," Wanda shrugged, "shouldn't there be something interesting? Why does London have such shitty programs?"

I rolled my eyes, Wanda was…. Well, a surprise to be honest. She hadn't been asked by the Ancient One to become a guardian of this sanctum, but she insisted. And after a small argument, which Wanda won, the Ancient One allowed her to join us here...which was...odd to be fair.

I hummed, "well if you want I can take a loot at the dish later. Make it so that it pick's up America networks instead, shouldn't be a problem," I sighed leaning down on the couch between Felicia and Jean, the girls sent me a smile before cuddling into my sides.

Wanda looked at us and scoffed, "you three planning on bringing Ben and Hope quicker into this world?"

I blushed, "W-Wanda!"

"If I seem to recall, you also had a time traveling child Wanda," Jean teased with a grin, "or did you forget Stephen?"

"Jean!"

Wanda shrugged, "the kid was cute, but that doesn't mean I'm going to join your polygamous relationship just yet. I have standards you know and I don't like sharing, ever."

"Can we please talk about anything else? Weather? Food? It's lunch time isn't it?"

"I'm not cooking," Felicia snorted, looking through a magazine.

I raised an eyebrow, "thank God, I didn't want to die to food poisoning anyway. And considering my healing abilities that's saying something."

"Hey!" Felicia cried out, hitting my arm playfully.

"It's fine," Jean chuckled getting up, "I'll cook," she stretched her hands, causing her shirt to ride up her perfectly smooth stomach, I had to admit, Jean had an amazing stomach. "So what do you all want?"

"Anything's fine," I shrugged.

"Pizza!" Felicia cried out.

"Anything edible," Wanda shrugged.

"Pizza it is," Jean grinned as she went down to the kitchen.

I sighed, "I'm going down to my lab okay, if anyone needs me just call," I placed a gentle kiss on Felicia's head and got up. The girl smiled at me as I walked downstairs, opening the door to my private lab and shutting it behind me.

As I closed the door behind me,the machinery inside began whirling to life the moment I stepped in.

" _Welcome Peter,_ " Sexy greeted me as the lab grew brighter and brighter displaying everything inside.

After we got this place set up I went back to New York and got my equipment back piece by piece form the Baxter building. It was a risk, but I wasn't just about to let half a billion dollars worth of equipment stay there unused, or worse, to be taken away by SHIELD.

The room was smaller than I was used to but good enough. It had several computer processors up against the back and a single terminal to access them. There were several sectioned off areas, each dedicated to various projects with beakers, chemicals and other tools resting on the table.

Using the tech I was about to make a lot of progress in my research to help my newly minted journey to find the power to stop Thanos.

I decided to use the materials I had on hand. Vibranium, the Mind Stone and the vial of Franklin Richards blood.

In order to better understand Vibranium I began researching metallurgy on a fundamental level, drawing connections to it and physics, trying to figure out just how the metal work. And a few days ago as we just finished moving in bar a few boxes, I got it.

All this time I've been looking at it as nothing more than an indestructible material to be used in making a cool suit. But I never considered the other avenues it could be implemented in. Not once. But my new found knowledge about the Black Panther movie changed all of that.

I remember the movie I saw in the Mind Stone well. So many varied fields in which the metal could be used. It could be used to augment plants, animals, even humans. The metal could absorb and distribute energy in such a unique way I barely understand it, and I already know it can behave in such a way!

This was why half my lab was dedicated to unlocking the mysteries of vibranium and it's unique composition. I used five canisters so far out of the hundred canisters I had on hand. And with those five...well, let's just say things have taken a turn for the weird.

The way vibranium reacted with everything around it was...well, to put it simply, it is literally a metal out of my own heart. It can adapt to any situation, the most versatile element indeed.

I had just began experimenting with them, to see what they could do.

The other projects I had in mind was also progressing well, the Mind stone being chief among them and even advancing in the mystical arts. But right now, as of this moment, they all took a backseat.

And as for the vial of Franklin Richard's blood...

"Sexy," I began typing away at my terminal, pulling my medical record and gene squeezing tools, "check my toxicity level," I took a small injector and drew a drop of blood, inserting it into the machine.

" _You blood has returned to normal Peter, resting at exactly 0.002%, if you're planning on executing the Mutant Spider protocol once more, than I would say now would be the best time._ "

I humned, nodding in understanding, "right….I understand..." but if I was to do something this dangerous….I should tell Jean and Felicia first, or else I knew for a fact they were going to kill me.

So with that delayed for a little while I decided to go back to work. Vibranium.

The material was hard to come by, but easy to use. I knew already that vibranium infused into the soil served as a sort of fertilizer, while intentional or not. I also knew that Wakanda was extremely fertile while still being a metropolitan, which is in itself a paradox.

As such I have to assume the Wakandans knew some way of using the Vibranium to help spread life, which is exactly what I wanted to try and figure out.

I spent yesterday working the vibranium into a more usable material, a cake layer, a mixture of the growth prompter serum I had made and the precious metal. I had bought several empty pots recently, placing them in an incubation chamber in one corner of my lab. I buried the mixture into the ground, covering it with dirt and then planting seeds into it.

I approached the chamber today and opened it, looking at the plants and finding sprouts coming out of the mud. I carefully took the pots out and brought them to my biology analysis table, checking them thoroughly. This was truly a breakthrough in medical and biotechnology.

And the best part? The deterioration rate was like any other radioactive element, meaning it had a half-life that went on for centuries, according to my calculations at least.

But as I scanned the vibranium cake I found something...odd. A sort of secondary interference in the system. But that didn't make sense, the only active raw untreated vibranium in this room was in my bag of storage and placed aside, other than that it would be….the Mind Stone.

I've been putting it off for sometime now, but finally...I suppose since Franklin's blood was also going to be delayed, I might as well go ahead and try the other method I had in mind.

I turned to the other half of my lab, this one made for the sole purpose of examining the Mind stone which I still had placed in Vibranium lock box, suspending it in an energy field. Now, even if the box broke, the stone would be kept in stasis and stable, though it seemed even the odd strand of radiation leaked out now and then. Almost undetectable, unless you knew what to look for.

I began working on the Stone, finding out just how to activate it and use it. Though it seemed ti was just as stubborn as before, getting me nowhere fast. Sadly.

I sighed and sat back down, I stared at the glowing piece of rock before me and I hummed, the stray piece of radiation it gave out was really intense...but if I used the Vibranium box I could channel..and being an infinity stone...it could be used forever.

An idea came to my head, an awesome unbelievable idea. One I couldn't believe I hadn't thought up off before.

I needed to protect the stone, I swore on my future children that I would do so. I swore to my future self that I would do so. So what better way is there to protect the stone, than to keep it close to me at all times?

"Sexy, new project," I moved to a free table, bringing up several magnetrons and disabling the field around the Virbank lock box and taking out the Mind stone, "Bassasium-Vibranium-Mind core."

" _Understood sir, what do you need from me?_ " the AI asked.

"I want you to run through the exact calculation the system will need," I replied as I placed the stone back in suspension before rushing out the door, locking the lab behind me, "I'm thinking, Vibranium is has excellent durability and the Badassium core tends to overheat whatever housing unit it has. So, what's one plus one Sexy?"

" _Infinity,_ " the AI replied.

I smirked as I rushed into my room, "exactly," I opened my closet and grabbed a pair of sweats before rushing out.

"Hey now, what's the hurry?" Feliccia asked lazyly from the couch.

"Eureka moment babe!" I called back, rushing back downstairs without a single look back, cause I knew Felicia and Wanda would be rolling their eyes at my antics right now.

I locked myself in my lab once more as my clothes melted off and moved towards the operations table. I quickly put on some real clothes as my artificial suit rested on the table and unlocked the central energy core, which honestly I had quite a bit of difficulty working on.

But now...now I had even more creative inspirations to draw from. Namely the Ironman armour from Infinity war with a single housing unit for all his nanobots. I was forced to use a more simple design before I didn't want to give a big shiny target, but if I was going to use an Infinity stone to charge my nut, then I can't afford to compromise the core.

So I began working, creating a new power core for the suit, made wholly out of vibranium and a badassium core. The energy output was stable, but not good enough. With a stable disc shaped core ready, I moved to the next step.

I took the Mind Stone, and placed it at the core of the arc reactor. The stone's yellowish glow spread through to the rest of the system. I watched as the signature blue design transformed into a eerie yellow glow similar to the rays of the morning sun.

I then began working on the rest of the suit. It was difficult at first, breaking it apart. I had put in a lot of magic intertwined with science into this suit, so taking it apart was difficult, as was designed. But I managed to do it, and now came the final phase.

I brought the newly made core and held it up to the light. It was around four inches in diameter and nearly half an inch deep. I began carving storage runes into the sides of the core when I heard a knock on my door.

"Peter," Jean's voice came out, "lunch time honey!"

"Right, give me a minute!" I called out.

"No, I know when you say a minute you actually mean three hours. So get out here before I come in there!"

I sighed, putting the material away and activating the wards around the lab, don't want anyone touching this before I was done. I walked out of my lab and found Jean smiling, waiting for me outside.

"There, was that so hard?" she asked, raising an eyebrow.

"No dear," I smiled, reaching around and pulling her closer.

"Oh, someone's feeling handsy," Jean smirked, leaning in and planting a kiss on my lips, biting my lower lips before pulling away, "come, I got some pepperoni."

I smiled, "nice," I followed her into the kitchen and was surprised to see everyone already there, munching on what seemed to be a very large pizza.

"Hey Tiger," Felicia winked, "glad you could join us. Work on something interesting?"

I smiled, "you could say that," I sat down, grabbing a few slices and a plate for myself, "anyway...there is actually something I need to talk to you all about."

"What is it?" Jean asked as she sat down and ate as well.

"Remember...remember what I did with Logan's blood?" I asked, better to bring up something they knew first before addressing the future.

"You mean how it gave you increased healing?" Jean asked.

Felicia blinked, "oh, so that's why you needed him..."

I nodded, "yeah. As some of you might know my blood...kind of adapts to the dna of others, allowing me to gain their skills, or powers, if they have any. That's why when I gained Logan's powers I gained his healing, and..." i held up my hand, releasing my stingers, "these."

"Neat," Wanda whistled.

I smirked as I put the metal weapons away. Jean groaned, "so, why are you telling us this? Are you experiencing some side effects?"

I shook my head, "no...far from it actually. I'm telling you this because...during one of my adventure I visited a parallel Earth."

Wanda snapped her book shut and slammed it down, her eyes focused fully on me, "you have my attention."

I chuckled, "right...well, there I met a mutant with...abilities. Abilities far beyond most others. He was ranked as beyond Omega level and after speaking with him and explaining my powers, he entrusted me with a vial of his blood. So that one day...when I was ready...when I had too-"

"-You could use it for a power boost," Felicia completed for me.

"I didn't want to, all this time I didn't….but after Thanos...and Dormammu I...I don't' want to leave this up to chance," I replied.

They were silent for a moment, and then Jean spoke up, "so why did you tell us?"

I turned ot her, "well...I figured if I did this without telling you, you might just have killed me."

"Got that right," Felicia snorted, she reached over and grabbed my hand in hers, "Peter...whatever you feel you have to do, do it. We're with you all the way...but please, don't' put yourself in danger for our sakes, okay?"

I smiled and nodded, "okay...I'll tell you guys when I'm going to do it, just in case, okay?"

Jean nodded, "yes...sounds fair...and if you need out help-"

"-I won't hesitate to ask," I smiled at the red head who sent me a mental picture of what she wanted to do to me and Felicia tonight.

"So, about this other world," Wanda began, "did you happen to meet people you knew?"

I smirked, "I'll do you one better. I met a future version of me."

"Shut up. No way!"

"Yes way. He did have a goatee though," I hummed, "not very nice. But I did have a kid though, her name was May-Day, she became Spider-girl, so that was nice."

"Of course you had another child," Wanda rolled her eyes, "who was this one with?"

I cleared my throat, "someone, ah...someone I think off as a friend."

Felicia narrowed her eyes at me, "Sue?"

"Felicia-"

"Liz?" Jean guessed.

"Seriously you guys?"

"MJ?" Felicia asked again.

"Dude, stop."

"Oh my god, you and MJ?!" Felicia cried out in shock.

I groaned, "Stan Lee, help me."

After I told them everything that happened in Earth 982 they finally let me go. Though the way Felicia and Jean began to whisper had me worried for both mine and this world's MJ's health.

I got back to my lab and continued my work, carving storage runes all along the edges. I then began storing all the vibranium infused unstable fabric nanobots inside the newly made infinity stone power core.

And when it was all said and done, I had my entire suit stored neatly in the small disc.

"Alright, let's take this baby for a spin," I stood up and took of my shirt, standing half naked and picking up the disc. I carefully placed it in the middle of my chest and grunted as the microbots on the bottom began fixing itself to my skin. Now the only way this thing came off is if someone ripped it off.

"Activae. Password: #$$% $#^ " I spoke clearly. For a moment it seemed like nothing was going to happen. I looked like a half naked idiot standing with his arms spread out. But then, the disc exploded alive.

A wave of black ink like substance moved all over my body, covering my head to toe. It went under my clothes and even my underwear, forming a skin tight black bodysuit. And finally, to complete the costume, a layer of vibram silver covered the Infinity core, making it seem like it wasn't even there in the first place.

I flexed my muscles, finding negligible amount of weight on my body. "Alright Sexy, show me what we got," I opened my palm, allowing the vibram around it to gather around my hand and create an elongated nozzle that would amplify the repulsor blast, another feature I stole from Infinity war.

I smiled, the suit was perfect. I can only imagine what else I could do to improve upon it. And with this done and over with I ordered the suit to change, turning into a plain back shirt with a silver hoodie, the Infinity core now plain as day for anyone to see. Hm, I would need to fix that.

I quickly made a few adjustments and managed to create a layer of vibranium over it to act as a set of retroreflective panels, so why the core might be present, it was invisible to the naked eye. All of this would cost a lot of energy, more that I might have been comfortable with, but with the Mind Stone serving as my fuel, I doubt energy will be a problem anymore.

With that resolved I turned to Franklin Richards blood and got to work, "Sexy, bring up the plans for th recovery chamber," I called out, causing a holographic display of a pod to appear before me. I hummed, examining the design, if I was correct, this thing would allow me to reduce my recovery rate from radiation poisoning by half.

So with determinate and excitement, I got down to work. Excited to see just what would happen next.

 **A few days later:**

"Are you sure it's safe?" Jean asked as the girls and I were all gathered in my lab. It took me a few days to ready myself, but it was finally time.

I turned ot her and sighed, "yeah, I'm sure. Relax Jean, I know what I'm doing. I swear."

"Just don't overdo it, okay?" Felicia pleaded.

"Promise," I smiled, "Sexy ready the recovery chamber," I ordered is out of the floor of my lab a circular disc five feet wide came out, revealing a bed resting along vertically. The pillar came up straight and the glass casing around the bed opened up, a bluish silver glow covered the insides, indicating it was active.

"This is like out of an alien abduction story," Wanda whistled as she looked around, noticing the inside glow with a faint bluish gaze, "have you thought this through?"

I nodded, "trust me, I have."

One of the first things I learnt from Vibranium and its effects on the human body is how it was able to channel energy, the magical kind, into the cells, prompting them to heal. I'm sure Wakanda would have a name for this princess and a scientific explanation, but I didn't, I only had a magical one.

And while I was inside this chamber, laced with vibranium my body would heal faster, which will hopefully subvert any negative effects Franklin's blood might cause in me.

"Sexy prepare the radiation gas," the machine's whirled as it did just that, the chemicals required for the process already loaded up and waiting for me.

I pulled out my bag of infinite storage and reached in. After searching through all the stuff inside, pulled out the indestructible vial of blood I brought with me from Earth 982. The vial filled with Franklin Richard's blood.

I still remember when Franklin gave me this blood. He said to use it when I needed an extra power boost. And if I wanted to protect what I now knew was coming for us all, I would need that power.

I honestly don't' know what this will do to me, it's a lottery I know. It might give me all of his powers, doubtful, or something useless. But I will be changed in some way, of that I am sure.

" _Peter, the gas is ready,_ " Sexy called out as a gas mask was dispatched onto my terminal. It was a simple design, made to cover only my nose and mouth, it had a glass casing at one of the evaporator ports and an empty one on the other.

I picked up the mask and sighed, "right..."

"Careful bug boy," Wanda called out.

I smiled, "don't tell me you're growing soft on me now Wanda," the witch glared as I chuckled at her attitude.

" _Sir...are you sure you want to go with this? Subject- F's blood is supposed to be extremely powerful, we cannot even calculate how it will react._ "

"I know...but...I have to try at the least," I sighed, I won't lose them again, never again. I looked at them all, my present family and them remember my future one. I took the mask and put it on, the vacuum seal kept in place. I took the vial of Franklin's blood and placed it in the empty evaporator port.

The cheimalcs began to mix, I looked down under my nose and saw the green grass and red blood mix, fuse, before the mask sent blast of the gas differently into my nostrils.

I took a deep breath, it stung going down, my head started to throb immediately. I began choking, but I knew it was natural. I removed the mask and threw it aside, slumping against the table.

"Peter!" Felicia cried out, rushing to my side and helping me to my feet, "what now? How can I help?"

"Bed," I said weakly, pointing to the chamber before them. Jean opened the door as Wanda helped Felicia put me inside and shut the door.

I leaned back on the vertical bed stand as my suit came alive and covered my entire body, monitoring my vitals and every single aspect of my body as the glass casing for the chamber closed up and the vibranium inside the chamber started working on healing my body.

"Don't worry," i smiled at their worried faces, "I'll be fine."

My suit helped amplify the energy field, giving a direct influence on my body's surface. My eyes grew heavy, I watched my body start to change, something was happening But before I knew what, I fell back and went to sleep.

 **Several hours later:**

I gasped, I kicked off and hit something hard. I looked around, the recovery chamber glass panel slid open and I dropped down, landing on the ground in a heap.

I was alone, though I could see signs that the girls must have been here just a while ago from the empty coffee cups and boxes of junk food.

I panted as I mentally ordered my suit off my body, "S-Sexy, what happened?"

" _You were unconscious for over five hours Peter,_ " the AI replied as a record of my vitals for that five hours came in the form of a hologram before me, " _I cannot say for sure, but I believe the vibranium healing chamber has caused a change in the process of acquiring your powers._ "

"Really? How so?" I asked as the suit moved on its own, not requiring me to make an effort, guiding me to a chair and letting me rest on it instead of the hard floor.

" _Well, it seems the radiation vibranium released to heal your body allowed your blood to adapt the radiation infused blood much quicker and easier. According to my scans your body's blood toxicity level is only 20%. It will be only a few weeks before can adapt a new power, instead of the year waiting period before._ "

I grinned, "well that was the plan. And? What else? Did my body go through some physical changes?"

" _Not quite, but your mind on the other hand is a different matter,_ " it displayed a scan of my brain, a live feed of it, " _there has been some alterations but I cannot determine what. There is not enough research done on this subject to be in anyway conclusive._ "

I hummend, "I see...fine, we'll just have to wait and see...damn it, I need a bath," so without another word my suit took me out of my lab and up the stairs to my bathroom. It also placed me in the tub and ran me a bath, after which it retreated back into the Infinity core. Let's see a symbiote do that!

I sighed, sinking into the warm water, letting any and all left over radiation spee out of my body and into the water. After ten minutes I felt my sore muscles cry out in relife. After an hour I felt myself return back to normal.

With a deep sigh I pulled myself out of the tub and wrapped a towel around my waist. I walked out into the living room, the night sky clearly visible through the windows. I didn't notice it before due to still recovering from the process, but it was the middle of the night.

I heard a door creak open and turned, Jean walked out, rubbing her eyes, her hair a mess and her night dress a mess, "Peter?"

I smiled, "hey," she walked towards me, I carefully took her hand in mine and squeezed.

"Are you-are you okay?" she asked, looking me over.

I smiled, "I'm fine. A bit sore, but fine."

"I'm glad," Jean sighed, hugging me tightly, resting her head on my shoulders, "the girls and I waited, but it didn't seem like you were going to wake up any time soon. How are you feeling?"

"I don't think I have any new powers yet if that's what you mean," I sighed, "but it does take a while to kick in, that's for sure."

"Come on, you can sleep with Felicia and me tonight," she pulled me into her room. I had my suit make me a pair of baggy black sweats, cutting out the glowing light the infinity core gave off.

Jean pushed me to the middle of the bed, crawling in and cuddling up to my left while Felicia rested to my right. It seems we woke her up in the process, but she didn't seem to mind. She opened her eyes and looked at me.

"Hey Tiger," she purred, snuggling in closer and holding me tight, "love you."

"Love you too," I kissed Felicia on the head and held them both tight. This, this was why I did what I did. And without another regret I let myself sleep.

 **The next day:**

When I woke up I felt refreshed. I was feeling...well, amazing. No more pain, nothing holding me down. I looked around and found myself flanked on both sides by silver and red and with the slowest of movement, I somehow managed to pull myself out of bed.

I made my way down to my lab as quietly as I could, not wanting to wake anyone. Using the systems there I tried to discover what my new powers might have been, but I got nothing. No, less than nothing. I tried to see if Franklin's blood boosted my telekinesis at all, but no, it was just the same.

I had Sexy scan me again to see if I gained an physical changes, but no, nothing. I grumbled maybe it would take a few days for the powers to kick in, it was after all possible. The same thing happened with Logan's claws after all.

So with that done I continued my research into Vibranium and its various uses. I knew for a fact that it had the ability to control Franklin Richards powers as I seemed to recall him using a vibranium crown to remain in control of his powers. Maybe I could do something like that for myself.

So with that in mind I went back upstairs to the living room where Jean was already awake and curled up on the couch with a cup of coffee in hand watching TV.

"Your awake?" I asked in surprise.

Jean nodded, "just got up. You?"

"A few hours back," I replied, plopping down on the couch next to Jean. immediately she curled into my arms as I held her in my arms.

"What were you doing?" Jean asked, sipping her cup.

"Just trying to see if I developed any new powers," I told her with a shrug, "nothing yet."

"Hm, I'm sure it'll happen, after all, I highly doubt you of all people made a mistake in your calculations Tiger," Jean chuckled as she leaned up and planted a soft kiss on my cheek.

I smiled back and curled up besides her, "so, what are we watching?"

"Nothing special, just bored," Jean replied with a shrug as she began going through the channel before noticing a program that got her attention. It was a news program about New York city, I had fixed the dish to pick up American programs just a few days ago.

" _That's right you heard it here first folks, there's a new Spider in town! And this time, it's a_ she _!_ " the reporter, a young black woman standing on 45th with a small battle scene unraveling right behind her, " _around the early hours of this morning, a bank off 45th was hit just as a new batch of bills were brought in for a currency exchange. The robbers were armed and dangerous and the leader of this gang appears to be a known criminal named 'The Shocker', who has personally gone up against the Spider-man, also known as Peter Parker, many many times! He had almost made his escape, when at the last moment he was stopped by a woman dressed in white and black!_ "

Jeans's mouth was agape, "you have got to be kidding me," the camera changed, now focusing solely on the fight that was going down.

There were car exploding, people running scared. The shocker stood in the middle of the road, blasting street corners like a made man. And moved across the street quicker than the Shocker could aim, was a woman wearing skin tight spandex that was white on top with a black leggings. She had a hood with the inside covered with purple-pink spider webs and blue soles on her feet.

At first I was petrified, scared out of mind. I only know one person who would ever wear that costume, and last I remembered in this world she was just a normal human.

But then I saw her move, dodge the Shocker's blasts and weave threw his punches before knocking him out with a steep uppercut that dropped him like a sack of potatoes. She stood triumphant, and I would be lying if I said I wasn't impressed.

She had powers...I don't know how, but she got them, somehow, some way. I smirked, "well I'll be..."

"Peter, do you know who that is?" Jean asked in confusion.

"Yeah..." I smirked, watching proudly as the newest Spider leaped away and into the night, "I'm pretty sure that's my legacy. The first of the new generation of heroes. That's Spider-woman."

And then the camera caught her miss a landing and slip and fall from the roof to the fire escape, rolling to her side in pain. She got up and hopped away.

Jean turned to me and raised an eyebrow.

"Ah...she may need some training."

* * *

 **Quick note, I noticed you guys suggesting to change the name of the blade Peter gets. Well, I can't. Simple reason: it's canon name is 'Ebony Blade'. It's an actually magical item from the Marvel universe. So no, I can't. Well, maybe not right now, but when Peter masters it, I'll think about renaming it.**

 **Also yes, Spider-Gwen finally! To be honest, the only thing I don't like about this character is her romantic relationship with Miles Morales, I mean Miles deserves his own love story, not picking up after Peter Parker. Both characters are so well done, it's just a shame their romantic history has to be such shit.**


	66. Hero Exam for Leaping Losers (HELL)

I sat in my lab, working on my latest project. A few days ago someone, I assume it's Gwen Stacy, came out to the world as Spider-woman. And ever since then I've been following her adventures. Needless to say...she sucks.

But it isn't her fault. She doesn't have any web shooters, any tech, hell, she doesn't even have proper armour. Just spandex, which while it did give me a few nice angles to appreciate her body, didn't do shit in protecting her. Which was what lead me to make Project: Spider-Gwen.

I created a UMF suit for Gwen and her own pair of web shooters, complete with a SA, a retractable blade and a magical totem that would increase her speed by 1.5%. Pretty cool stuff to be honest.

I gathered all the items, including a book on self confidence and a few handwritten notes from me about how to assess and win against someone bigger and stronger than you. It was around twenty pages long, but in them I put down every trick I picked up and every joke/pun I knew to use.

I took all the items and put them in a silver case, sealing it with a digital lock which was protected by a password. The password? Gwen's birthday.

I took the case and walked to the kitchen where Jean worked on making us breakfast. Wanda sat with a book in hand and Felicia was looking up something on a custom built portable SA system that I set up for her.

I put the case on the table, Jean looked up from her work and raised an eyebrow, "and...that is?"

"A goody bag for the new Spider," I grinned leaning in to give Jean a kiss, "I figured she could use all the help she can get...and then some."

"Do you know who this girl is?" Wanda asked as Jean handed me a warm cup of black coffee.

"Thanks," I said sipping the drink, "yes, or at least I have an idea. I told you, multiple dimensions, and in one of them Peter Parker never got bite and never got powers, his girlfriend at time got bit and she became Spider-woman. She wears the same costume, so I'm guessing it's the same person.."

Jean raised an eyebrow, "when you say girlfriend….I assume you don't mean Felicia or me right?"

I shook my head, "no, a girl named Gwen Stacy. I actually met this world's version once, she helped me take down a seven foot tall lizard that wanted to turn New York into Jurassic Park."

Felicia looked up and raised an eyebrow, "and?"

"What?"

"And…"

"Kitten..."

"Peter..."

"Fine, we may have kissed once or twice," I shrugged, "but in my defence it was right after Tyrone died so I was depressed. And we weren't really together."

"Who's Tyrone?" Felicia asked, her voice waning. I realise now that I still hadn't told her everything that happened to me since she left.

I sighed, "it's not important," I waved it off, though she didn't seem to like that.

Jean smirked, "no need to be so defensive Peter," she chuckled, "it's not like your in love with this girl...are you?"

I looked at her and smiled. I sent out a mental prob with my true feelings, Jean took it, and in a second, I smelt all her worry wash away. I leaned down and kissed her forehead, "I'll be back soon, can you three hold down the Sanctum for a few days?"

"So you can go met your new protegee?" Wanda raised an amused eyebrow.

"Ah….yes?"

"Isn't that your job," the Scarlet Witch pressed.

I sighed, "fine..what do you want?"

Wanda smirked, "I need your help researching a new spell, energy manipulation of probability."

I narrowed my eyes, "that's a dangerous line of magic Wanda," not to mention it would one day be her speciality.

Wanda rolled her eyes, "I know, which is why I'm asking you to help. Well?"

I hummed, "well, I suppose if I help you out it wouldn't be too difficult...alright, we'll talk about it after I come back."

"Oye! What about us!" Felicia cried out, "we want to be brined too you know!"

I smiled, "a date?"

Jean smiled, "well, we did never go on one did we? ….Just us three of us."

My eyes winded, "oh...woah, you're right… shit, I'm sorry I-I never realised-"

Jean chuckled, "-Peter, it's fine. You can make it up to us later, go. You spend too much time in here and your lab anyway. I'm sure we can find something to occupy ourselves with," Jean sighed, "though it's times like this when I miss school. Not the homework, but I do miss having friends...going out."

"You know, if you want, you can join a school here," I said as I helped her set up the plates for breakfast, "I mean, I'm sure there are several nice places around this area. If you're serious, you can go and complete your education."

Wanda scoffed, "sounds like a nightmare."

Felicia shrugged, "I wouldn't mind spending time outside, but no way am I going back to that hell hole."

I shrugged, "hey, you never know, you might just like it."

"And what about your Mr.?" Jean asked, raising an eyebrow.

"Well, I am an international terrorist wanted all over the globe," I smirked, "but, I'm also a genius with more than enough credits to pass out of high school two years ago. The only reason I didn't was because Richard, Ben and May insisted I have a normal life."

"Didn't really go so well that last bit did it?" Jean snorted, "...you know what though...I think it's a good idea. I mean, I can't really stay in here all day, and if the sanctum does come under attack Wanda and Felicia can handle it and I can be here to help soon….I'll think about it Peter...now why don't you go, I'm sure the sooner you help this girl out, the better."

"Right," I got up, grabbing the case, I leaned down and kissed Jean on the check and then Kitten, "be safe Birdie, Kitten. I'll be home as soon as I can."

"Nothing for me Spider?" Wanda asked, amused.

"You wanted a kiss too?" I asked with a chuckle, to which she promptly flipped me off.

"Stay safe," Jean called out.

"Of course," I nodded as my suit shimmered, transforming into a pair of blue jeans, a blue shirt with Captain America's shield on it and a large black open jacket with a hoodie over my head and steel toed boots on my feet.

The suit then formed my bag of infinite storage alongside my left jean's pocket, allowing me to stuff the steel case into the bag, freeing up my hands. And the cherry on top was when the suit climbed over my face, activating the second face program to change my features to a more chubby older man with a five o'clock shadow.

I pulled out my sling ring and formed a portal to Central Park. I waved goodbye to the girls and stepped through to the other side, shutting it behind me.

I looked around, pulling the collar of my jacket up and my hood down. I stuffed my hands into my jacket pockets and began walking, looking around to make sure I wasn't being followed.

Paranoia was a bitch.

"Sexy," I whispered, "where's is Gwen Stacy currently working?"

" _Empire State University,_ " the AI replied, " _after Curt Connors' arrest she was recruited by one Dr. Miles Warren. She is working under him, researching into the field of genetic engineering._ "

I narrowed my eyes. Miles Warren, why did that name sound familiar? He might be a future villain of Spider-man, can't be too sure. Honestly, my memory of my past life is so distant these days.

"Find out everything you can about Miles Warren, hack into his laptop, his phone, he'll use his social media pages, find anything that could indicate if he is mentally unstable or has a dead body hidden somewhere."

" _Understood Peter, I'll tell you what I find,_ " and with that Sexy cut off.

I got into the subway and made my way over to Brooklyn making my way to ESU. The place honestly wasn't too bad, probably one of the top ten colleges on the East coast. But, at the same time, it wasn't number one was it?

Which begged the question, why did Gwen, who Sue Storm herself showed interest in hiring at the Baxter Foundation, allow herself to work in such a place? I know she would never work for Oscorp, but Stark? Or anyone else. It makes no sense, something else was going on here, I could feel it.

I got down to the closest stop to ESU and made my way over. It was just past noon and I knew that the place would be letting out for lunch. And knowing Gwen, who didn't really get along with her dad, and her mother being dead, would not have packed lunch. She would be going out instead.

The university itself was decent enough. High brick walls with iron bars gates and a very large vegetation all around to provide plenty of shade. The main building was quite big and the campus was decent enough with students all over the place, making the best of the relaxing warm day out.

I waited until I saw a whole bunch of people come out of the place. I slipped into a coffee shop across the street and ordered a cappuccino. I took the cup, payed a very nice tip to the cute barista, and walked out. Just in time to see one Gwen Stacy step out of his school walls.

I smiled, sipping my drink as I followed her, keeping a wide distance as I watched her get lunch from a Subway across the street. She was alone, and while she eat she kept looking at her phone, typing away and smiling. Texting someone are we?

I sat down at a public bench while she continued to eat, admiring the city I so very much missed. I may get to visit from time to time, but...there's nothing like actually living here.

And then, the peace was broken by a loud siren blaring in the distance as a police car and a firetruck zoomed past the road, heading towards the North half of the city.

"Sexy?" I whispered.

" _An explosion at a residential area. It was very loud and the police are treating it as arson._ "

I turned, spotting Gwen run out of the Subway with her back pack before she ducked into an alleyway. I waited and a few short moments later, Spider-woman was seen jumping from building to building, rushing to help.

I smiled, she had her priorities straight.

I decided to follow her, slipping into the nearest alley and leaping to the roof in one jump. I rushed, leaping over a building at a time, keeping pace with Gwen. I hanged back as we approached the burning building and watched as without thinking the woman just jumped right in to the top floor.

I sighed, rubbing my nose. On one hand, she was brave, almost stupidly so. On the other, she doesn't think. Because if she did, she would have noticed the medium sized water tank on the roof she jumped from, and if she had the same increased strength I did, then she would know exactly what to do.

I however watched as she came out with a woman in his hands. Walking down the walls as fast as she could, putting her down before leaping back into the smoking windows.

I smiled, ' _maybe I don't have anything to worry about after all,_ ' I watched her bring out person after person, she saved five people by the time the fire was brought under control and the firefighters took over.

I watched her leap away, hiding on a roof top several blocks away before she took off her mask and panted, coughing as she pushed out all the smoke he breathed in. It was her alright, pixie hair, tinkerbell like nose and a smile a bright as she watched the people she saved being taken away.

I could have done it better, or faster. But she did it. And to me that was enough for a beginner.

I then followed her back to her college and watched her from the trees. Peaking into her lab from outside, watching her walk into a room with other grade students, dressed now in a white lab coat, conducting an experiment. I smiled, she seemed happy enough...good, after what happened with Corners she needs all the happiness she can get.

After school officially ended I saw him return to a small dinghy single bedroom apartment, change into her costume and climbed out the window. I followed her again as she went out into the city.

She stopped a mugging, a robbery and an ATM robber before 10 PM where she went back to her room and got a well earned rest.

I stood back, impressed. She had spirit. Spunk. And attitude. And I was honestly impressed by the way she handled herself. Her jokes weren't that good when compared with me but, egh, can't have it all.

But, despite all that, I was still worried. Worried that she didn't realise just what mantle she was trying to take on for herself. That she wasn't ready to be a Spider of this world.

The title of Spider-man may have once just been something a hero passed on. But in this world, it was stained with my deeds. My acts of 'terror'. I was a diverse figure in this world, so unless she was sure, Gwen would not be ready to pick up the mantle.

I decided to meet her tomorrow, talk to her Spider to Spider. But tonight...since I was in town, I might as well meet a few old faces while I was at it.

My first stop, Hell's Kitchen.

 **Hell's Kitchen:**

"I swear! I don't' know anything!" the crook cried out in horror as he was pressed up against a brick wall, his kneecaps damaged as his arm broken. Looking right into the eyes of the Devil of Hell's Kitchen.

"You work for the Dominicons," the Devil growled, "recently they have been increasing the size of their drug empire. You know something, so talk!"

"Okay! Okay! I-I know that they have a shipment coming in tomorrow! At dock 12, near midnight, that's all!"

"You better pray I don't come back," the Devil growled as he hit the man in the head, knocking him backwards and falling down unconscious.

He looked around, he was in the middle of a warehouse, surrounded by the unconscious and beaten bodies of several gang bangers. But he knew he wasn't alone.

He listened closely and smiled, turning towards a large stack of wooden crates, "it's nice to hear you again Peter."

"Oh dammit it!" I hissed, deactivating stealth mode, "I knew I should have added a silencing ward into stealth mode. And what's with using my real name Devil boy?"

"It's hardly a secret now isn't it?" he smiled, tossing a grappling hook to the roof and zipping up to the skylight.

He climbed out to the roof where I quickly followed him. I smiled, "it's good to see you again too Devil."

He extended his hand and we shock. "So, you in town for long?" he asked, approaching the roof's edge.

"No...there's a new Spider in town, I thought I should check her out," I replied, looking out at the neighborhood I knew and spent so much time in.

"I see...I heard about her. Works mainly out of Queens, right?"

I nodded, "yup. Brilliant, but new."

Matt nodded, "so. Do you know who she is?"

"Yup."

"And?"

"And...I think she'll do just fine," I leaned forward, "it'll be tough, but I'll give her the run down...and you know... she'll need a mentor."

"No, no, no, no. Absolutely not."

"Why not?"

"Because I'm not going to spend half my nights teaching some kid while I could be out stopping a murder."

"Give her a chance Matt. I promise, she has heart if nothing else."

The Devil grumbled, before sighing, "fine...fine, whatever...it's good to see you again Peter...New york hasn't been the same without you."

"Well it hasn't fallen yet," I smiled, "I guess I have you to thank for that huh?"

He snorted, "maybe...but you know, Glider has been doing his part too."

That part did surprise me, "really? He is?"

The Devil nodded, "not half bad. After you left, the city faced a minor crime spear. The Glider really stepped in and helped out. He isn't half bad Peter, you should talk to him...at the very least you owe him that."

I sighed, "yeah...I know...I'll see you later Matt, take care. Oh, and if you need anything," I took out a note with the address to the New York sanctum on it, "go to that address, tell them you know me and you need my help. You won't be turned away."

Matt took the note, "got it...any chance this is in brail?"

I smiled, "what do you take me for? Of course it is," I leaped forward and activate my thrusters, "see you later alligator!" and blasted away into the night.

 **Queens:**

I sighed. I knew there would be some kind of fall back from my identity being revealed. But this...this was just unfair.

I stood in the middle of my home in Queens, the suit was in stealth mode so no one could see me anyway.

The house had been...well, it's seen better days. The windows were broken in and the walls were covered with graffiti.'Spider's Web!' 'Freak show!' 'Traitor'.

There were signs of the house being painted over, I could see the northern part of it was covered with a fresh coat that covered partial a slur, '-ing terrorist'. I'm guessing they didn't like what I did to SHIELD...or rather some street gang was responsible for it, trying to get credit for painting Spider-man's house.

Either way, it seemed someone was still trying to cover it all up and make it decent. And I think I could guess who.

I turned, the lights in MJ's room was still on. I smiled and made my way over to the tree on her yard and climbed up to the third branch, sitting down and observing her in silence.

She was looking over a math text book, I never realised it, but she was probably doing her final year in high school right about now. What I'm also supposed to be doing. Homework, staying up late on a school night...not having to fight crazy villains, mask your identity and be on the run.

I watched her bite a pen, grumbling as she scribbled away an incorrect answer into the note, pushing it aside and throwing her hands in the air, giving up.

I chuckled, 'same old MJ.'

She took out her phone and dialed a number. The person picked up in seconds as MJ spoke, "I hate homework," the person on the other line mumbled something, "no, that's because you got someone else to do it for you!" mumbling, "whatever Liz...hey, you free Friday night? The new Jame Bond is out and I want to catch a show…..yeah, of course Johnny is invited….no, you know Harry and I aren't like that. Yes Liz….whatever girl, you believe whatever you want to believe."

I groaned, Harry and MJ? Again? That girl never learns.

She walked to the window and looked out, glazing right at where I sat. For a moment my heart skipped, I was worried she saw me. But after a moment, I realised that she hadn't as she gave no outward expression.

"Yeah...I miss him too Liz," MJ sighed, "that stupid boy….wait, Johnny said what?!" she cried out, "he came back?! When?! A few months ago?! Why didn't he tell us?! For our protection?! What the hell does that mean?! Time travel?!"

I shook my head, Johnny could never keep a secret. Damn that guy.

MJ growled, rubbing her nose, "fine, whatever. Peter will do what he always does, worry about everything and everyone except himself and the people around him. God that boy's difficult to love….no Liz I didn't mean it like that! Urgh, will you stop already?!" MJ blushed.

I rolled my eyes, ' _she never will change._ '

I watched her for a few moments longer, she made plans with Liz and then went to bed, after another failed attempt to finish her homework. The moment the lights were off I left, heading off to my final guest.

 **Manhattan:**

Harry Osborn, also known as The Glider, flew through the city of New York. It was getting late, nearing midnight, but he wasn't done with his daily three hour patrol.

He sailed across the night sky heading into Harlem. The neighborhood became more rowdy recently, he heard rumours of some big time crime lord getting people's attention. He didn't know who he or what he did, hell he didn't even have a name.

As he flew through the air though he saw something he didn't think he would see ever again inside the city limits.

 **With me:**

I smiled, waving as I stood on top of the Apollo theater wearing a black hoodie and blue jeans. Harry noticed me almost immediately as he flew down to greet me.

He swirled his glider and jumped off, "Peter? Is that you?"

I nodded, "hey Harry, long time."

I smelt the guy get tense, angry, before calming down. He sighed, reaching up to remove his mask, revealing his face to me as he glared, "what the hell are you doing back here? Do you know how much danger you're in? If SHIELD found out-"

I snapped my fingers, activating my stealth mode and vanishing from Harry's sight. The hero looked shocked, glazing our nervously before I reappeared again, rooted in the same spot as before.

"Relax...I found a way to vanish if I want," I shrugged, "anyway, I came to see you...I realise I owe you an explanation."

"Yeah, me and Liz and MJ!" Harry growled, "why didn't you tell me Peter?! If you knew who I was then….why?"

"Because I don't trust you," I replied, Harry flinched, as if visibly hurt by the answer. And the I continued, "or rather I didn't...until you proved to me that you could actually be what you wanted...a hero."

Harry blinked, "why? Why did you ever think that? I mean, I get I used to be a jerk but...we used to be close Pete."

I nodded, "I know Harry...but it's not you I don't trust. It's Green Fields."

Harry's eyes widened, "how do you know about that?"

"What? A friend of mine recovers from a coma better than before and you think I wouldn't investigate?" I scoffed, "come on Harry, you know me better than that...are you feeling any of it's side effects?"

Harry gulped, shaking his head, "no...dad always only limits my doses to around two ml a day, less than a quarter of what is needed to be fully effective..."

"So he isn't a fool, good," I nodded, "and it's addictive qualities?"

"I….I get urges, but, I manage," he sighed, running his hand through his hair, "Peter...I...I know you might think that I'm nothing more than a junkie out for a thrill...but since you left I've stepped up, I have and I don't care what you think, but I'm not stopping being the Glider, if you only knew the number of people I've helped-"

"-I know," I replied, "and I'm proud of the man you've become."

Harry stopped his rant, blinking in shock, "w-what?"

"I understand you had it rough Harry, and I'm proud to see that you've grown from your challenges," I nodded, "you earned my respect...and even though I don't like the way your father operates, I am glad he helped you become The Glider if nothing else…."

He and I looked at each other, not breaking eye contact. Finally, Harry sighed, "damn it...and here I was ready with a whole speech about how much I've matured."

I smiled, "I'm sure you'll find it needed eventually...now, what's happened since I was gone?"

Harry sighed, "not much...well, not much in the super wired department. After you went on the run crime kicked up for a while, but Daredevil and I managed to handle most of it. So far there was only the Shocker incident a few days ago that was ever, you know, newsworthy."

"And school?"

Harry smirked, "when people found out who you really were things got flipped on its head. They began assaulting MJ and Liz, trying to learn more. Lucky Flash and I held most of them off, and what we didn't, the girls handles themselves...speaking off which, Flash became quite distraught when you left."

I chuckled, "he must have been surprised."

"And then some...he turned over a new leaf, if you can believe that. He realised how much of a jerk he acted like and become someone entirely different. He's probably the nicest guy in the school now, helps anyone who asks for it and is humble about it. You leaving left a big impact on him Peter...especially that speech you gave about a new Age of Heroes."

I smiled, "good...and speaking of heroes...have you seen the new girl on the block?"

Harry scoffed, "yeah. Caught her trying and failing to jump two blocks in a single leap. Would have broken her neck too if I didn't come in and swoop her away. Told her off, told her to take off the damn costume but she refused."

I nodded, "sounds like someone I know."

Harry rolled his eyes, "yeah well now I know how you felt when dealing with me...you want me to have another talk with her? I told her not to wear the symbol but...well, she said something very familiar."

"What's that?" I asked Harry.

"She said, and I quote, 'I'm not going to stand by and watch people get hurt. I have a responsibility to help if I can'. Now where do you think she picked that up from?" Harry asked, clearly amused.

I chuckled, "I met her once before you know?."

"How?" Harry asked.

I nodded, "remember the Lizard?"

"Hard to forget a six foot tall monster."

"Helped me track him down, put her life on the line to help others...she's honestly a decent human being to say the least."

"So you know who she is?"

I nodded, "yeah..."

"And you approve?"

I sighed, "it's...complicated. If this was before I made myself into a terrorist then yes, I would have been fine..but now being a Spider carries a weight too it...I have to see if she's ready...Harry, I can't stay long...could you watch over her? For me? Make sure she doesn't die or something."

Harry was quite for a while before he sighed, "yeah...okay...damn it, I'm not even in college and I already got all this shit on my plate."

I chuckled, "yeah well, people like us don't get to rest Harry," my suit transformed, covering me in the now familiar black and white costume, "stay safe Harry. If you need me, ask the Devil, he knows how to get in touch."

"Right," he nodded, extending his hand out to shake, "I'll see you soon, Spiderman."

I smiled, shaking his hand, "and I you, Glider," and with that, I took off, swinging into the city.

I went to a motel and checked in, paying only in cash. I was getting ready to rest for the night when suddenly my head started to pain. I grunted, holding my head as I did. I felt something odd, like the word itself resonate with me. And then as quick as it came, it vanished.

I panted, holding my head and rubbing the sides. Where did that even come from? All that pain...maybe Franklin Richards' powers were finally kicking in? Yes, yes that makes sense. The stronger the powers the more they will last, I know that for sure. So maybe they finally were.

I stayed up late trying to figure out what changes I had undergone, but unfortunately, it would seem that my powers hadn't morphed in anyway. I cursed, I suppose now I would just have to wait until another one of those headaches attacked me for some change.

So, now being too awake to go back to bed, I tapped my costume and spoke, "Sexy, what have you got for me on Warren?"

"Dr. _Miles Warren was born on 21st of April 1972. He has a son Jack who is estranged and wife who died five years ago. He had been attending weekly sessions with a psychologist who specialises in obsession therapy, and after hacking into the doctor's computer I found her notes on Dr. Warren._

A holographic sheet was presented to me as I began scanning the document, absorbing the information.

My eyes narrowed as it did. He's been in therapy for five years since his wife died. At first things seemed simple enough, dealing with depression suicidal thoughts and how horrible he felt because his son blamed him.

Then came his obsession. He selected 'targets' for a lack of a better word. Women with blonde hair, blue eyes, young, and he began stalking them. In these medical notes the doctor mentioned she told him many times to stop and he swore he did. But she didn't believe him.

Immediately alarm bells went off in my head. This….this could be a problem. I looked through the other files Sexy found, every single scientific paper proved the man was a genius, no question about that, but he was unstable.

I found an old picture of his wife, blonde hair, blue eyes. He has a type. This was definitely a problem. And since this pain in the back of my head just refuses to go away, I might as well do something useful.

"Sexy, get me Dr. Miles Warren's address," I said as I stepped out of my hotel room, locking the door behind me, "oh, and find me a 24 hour diner, I'm going to get hungry."

" _Doing so now,_ " a map of the city with two marked location came up, both fairly close to each other.

I walked into an alleyway and then climbed up the fire escape of the building, leaping from roof to roof, making my way to Warren's place.

I made my way to the heart of Manhattan, to the Italian part of the neighborhood. The buildings in this place was old, very old. All of them were built to look similar, but I could tell where Warren lived by unkept garden and frankly overflowing trash bin out on the curb.

I made my way to his house and latched onto the side, activating stealth mode as I did. I snuck my way across the largest window facing the street and peaked inside. It was a bedroom and curled under a single layer of sheets was one Dr. Miles Warren.

I looked at the lock, simple enough. With a snap of my fingers I unlocked it with my mind and carefully slide it open.

I snuck into the room and moved. Warren was about to wake up, I could see him sitting, I reached down and channeled bio-electricity through my suit, giving him a sharp jolt.

"Ep!" he cried out before dropping down in a stunned manner. I read his file, no medical history of a heart condition, no problem.

I turned around and began looking through his room. I looked in his sock drawer, his night table. Under his bed, in his closet. If he was keeping anything that might...obsessive, I would find it here.

And just as I was about to begin searching downstairs I noticed something. I pushed the clothes in his cupboard to the side and noted that the back panel was slightly raised up. Elevated. I knocked on the wood and it rang hollow.

I smiled and pressed my hand against the surface, the wood was pushed back before I heard a click. The back panel slide away, revealing what I thought I would find.

A shrine of sorts, dedicated to one person, Gwen Stacy. A picture of her was hanging in the middle, surrounded by a circle of fake roses. On a small pedestal below was an array of pictures and locks of blonde hair. No prizes to guess who that belonged to.

I looked through the small shrine and found a leather journal down bellow. I picked it up and read the latest entry written.

 _I've obsessed over her for days now, today she came in wearing that blue skirt I loved. I remember making a joke about it, but I didn't think she would remember. But to my surprise, she did! She knew and laughed! That settles it, Gwen shares my feelings, no matter what that quake of a psychologist says! She is my soulmate!_

 _I need to make her mine, slowly I'll start separating her from the other interns, maybe I could assign her the XX029 project, have her work it with me...in private._

Okay, definitely suspicious. I put the book away and was about to call his doctor when I stopped myself. I turned back to the shrine and then to the unconscious man now asleep. This...this was an opportunity. A test of sorts...hm...I have just the idea.

I had my suit take photos of the shrine and scanned pages of the diary, entries that were vague for the most part, not giving any hints as to who wrote them, but portrayed Warren's psychosis' in an obvious manner. I then began to compose a short message.

' _So, the little girl wants to be a Spider? Well let's see if you can play. This diary belongs to someone close to you, someone...with an unhealthy addiction. Can you figure out who it is? What will you do once you know?_

 _You have 24 hours starting now. Fail to solve this little mystery and I promise, the next person who I'll message, will be Captain George Stacy. Won't he be in for a rude awakening?_

 _Signed,_

 _The Dark Knight'_

I had Sexy send several copies of the message to every single account Gwen had online, I even had her send a text. I then covered my tracks, put away the hidden back panel for Warren's shrine but kept the diary with me for physical evidence.

By looking at it I could tell he only write after every day, meaning he would have no reason to make an entry tomorrow morning. Which would give Gwen a full day before Warren suspected something was up. I snuck back out and swun away into the streets of New York.

Gwen was probably asleep by now, she would get the messages in the morning. I'll have to see how she reacts to this threat, how she handles both blackmail and a stalker, because at the very least, she needs to have some sort of experience with this stuff.

 **With Gwen:**

To say Gwen Stacy was panicking would be an understatement. She had been careful, so careful. She knew Peter Parker, on a personal level, she saw what it did to the Fantastic Four when he left and how he had to vanish when his secret identity was revealed.

She promised herself that if she was going to be the hero she wanted to be, be the change she wanted to see, then she would never ever put that secret identity in risk. She would never put her father at risk.

She was so wrong.

When she woke up that morning, she had received a message, a message that when she read to sent a chill down her spine and threatened to stop her in her tracks. It threatened to make her… cry out in terror.

Someone _knew_.

They knew, and they were taunting her. Treating her life as a game. And she could do nothing to stop it.

But what scared her more were the images the message had. Entries upon entries, all about her. All about their obsession over her. Did the person who send her this write these things?

No...she couldn't be sure. Why would they? Would tip their hand? No...this was someone else. So far, Gwen established a fact, she had two enemies.

The idea of people obsessing over her came into play. She thought about who they could be all day. The thoughts consumed her every moment. She didn't even wish her father a good day, she didn't even eat. She just walked out.

By the time she arrived at her lab she had thought up a basic criminal profile for the two. Her relationship to a police captain wasn't just for show, she did at very much like her old man, more that she would care to admit.

The one who wrote the notes were male, or at least had a very masculine handwriting. He also was very...well, he had mental issues. She didn't doudt for one second that the man had an obsession with her, maybe even borderline psychotic. And what's more...he seemed to be very close to her...somebody who interacted with her on a daily basis.

The other one...well, she couldn't really tell. He for sure knew about her powers and more importantly knew about her. She loved mysteries, and the messenger knew that too. Why else would they taunt her like this?

A test? Maybe...but who? And why? Test her as a hero? Maybe...no, most likely.

As Gwen sat down at her lab she looked around the workspace, watching the other interns there. And she realised immediately that she had recognized the handwriting from the pictures of the entries. She had seen it before somewhere in this very room.

Which means….one of the men here had an unhealthy obsession with her. Which meant...she was in danger.

 **With Peter:**

I checked out early from my motel room and left before anyone saw me. I got breakfast at a small family dinner in Queens before heading off to see my would be replacement.

I found her in university, working hard on some sort of serum. Or trying to rather. She was distracted, unfocused. She kept looking over her shoulder, looking at everyone around her. Eyeing every single person in the room, ah, so she did get my messages, good.

It honestly boring watching her watch everyone else around her. She looked like she might make a move on another lab assistant, but she stopped herself, going back to her station.

I watched, curious. She seemed to suspect it was someone in the lab, good. I don't know how she came to that conclusion, but she was clever, that was something at least.

" _Spider, Dr. Warren is pulling up,_ " Sexy informed me. I turned my head and sure enough he good doctor himself was entering the university. I sat back and smiled, waiting for the fireworks.

I watched the man enter the lab and great everyone, taking special interest in Gwen as he even stopped to chat with her for a while. Gwen was pleasant enough, but after he left, she turned and looked out the window, a look of horror dawning on her face.

Ah, she's got her first suspect. She froze, I could almost see her thoughts running through her head. I was curious what she was thinking, so I carefully sent out a mental prob and attached it to her psyche and listened in.

' _Can it? No...Dr. Warren has been nothing but kind to me and...and he's rejected far more capable candidates and promoted me to be his personal assistant. He always asks me to join him for lunch, always offers to stay back and…..I need proof. Proof that it's him. HIs handwriting, I know I recognized the handwriting in the diary from someone in this room, it has to be him. A test then…._ '

I watched as she got up with a pen and a blank sheet of paper. I pulled my mental prob away and watched as she walked up to Warren's section of the lab and began talking to him.

I read her lips, she mentioned something about a hand written recommendation letter needed for some program she was planning to attend. She could think on her feet and improvise, that was good. She handed the paper and paper to him and smiled.

And he melted into her hands like butter.

She got the letter from him then and there and with a smile she walked back and sat down. She looked at the paper and a look of horror came on her face. I put the probe back in and listened to her thoughts.

' _I-It's him! It's the same handwriting! H-He...oh my god, I need to get away, I need to tell someone. Dad? N-no, I can't I….how? How do I explain it to him? Oh hey dad, last night some text message with these pictures of a diary was sent to me, telling me to find out who it was or else they would expose me as the new Spider-woman?!_ '

I chuckled, the girl was in over her head I suppose. I cut the prob and tapped my helmet, "Sexy, activate the voice disguise function and call Gwen with a blocked number would you?"

" _Right away,_ " the AI replied as I began to hear a dial tone in my ear. I watched as Gwen flinched out of her trance, pulling out her phone and looking worried. She waited a moment before picking up and the call.

"H-hello?" she whispered, "who is this?"

" **It took you three hours, colour me impressed Gwen,** " I chuckled, " **I have to say, the handwriting thing was ingenious, though to be fair it was a fairly easy task I gave to you.** "

Gwen's eyes winded as she snapped up and looked around, "who are you? How do you know all of this?!"

" **I watching you right now** " I replied. She looked out of the window, right at the tree branch I was sitting up, but couldn't' see me thanks to the stealth feature, " **don't bother trying to look for me. And don't worry about explaining things to your dad, I have you covered.** "

I reached out mentally with my mind and unlocked the window Gwen was looking out of. She stepped back in shock, "h-how are you doing this?!"

" **Simple, I'm a ghost,** " I then took the diary I flicked from Warren's last night and threw it through the open window. It flew right at Gwen, who dogged it at the last minute, expertly catching it with dexterity I came to expect from any Spider, " **oh, I see that you have gotten spider sense as well, that's nice.** "

Gwen looked at the book, opening it, her eyes wide as she looked it over, "h-how?"

" **That's for me to know and you to find out. Use this, tell your dad you found it while snooping in Warren's desk, that should cover you. I recommend you do so quickly, don't' want him getting away now do you?** "

"Who are you?!" Gwen hissed, I could smell her desperation from here.

" **I told you didn't I? I'm the Dark Knight,** " and with that, I cut the call, much to Gwen's horror and frustration.

She passed the first test, let's see if she passed the second. I climbed down the tree and deactivated my camo, walking out until I was far enough to sneak up a building and fly across the city.

I found Gwen's address and snuck into her apartment. It was empty and frankly a mess, which made sense since only Gwen and her dad lived here, her mother had died a few years before.

I looked through a couple of photographs before scanning enough of Captain Stacy's face to make a perfect holographic form of him.

I then left and looked for a place to enact the second test. I began looking around the docks, finding an abandoned warehouse off to the South which was obviously some kind of mob controlled area. It took Sexy two minutes to link it to one Richard Salvanin, the brother to the head of Salvanin crime family.

I selected the warehouse for the bases of my plan. I snuck in and made my way to the inner office in the top floor. I locked the door, and with a clear line of sight to the near empty ground floor of the warhouse, I knew I would be able to do whatever I wanted in here.

I moved the furniture in here, mainly chairs, tables and cabinets, giving off a wide space for myself in the center. I unlocked all the windows and even the skylights, and placed two holo projectors on the ground before me that I had made beforehand just for this test.

I activated one projector and it displayed a very life like image of Gwen's father, bound and gagged and kneeling down before me. If one wasn't an expert in illusion, or had experience with holograms like Stark, they wouldn't be able to tell they were fake.

I then had Sexy create a holographic image of Richard Salvanin from the pictures she could find online. It wasn't perfect, but then again Gwen didn't know the mobster very well so she wouldn't focus on him, her father on the other hand...

It took me three hours to set this all up. But now, with my trap constructed I pulled up a wooden box and sat down on it, legs folded. I took out my SA and snapped a picture of the hologram of Captain Stacy, "Sexy, track captain Stacy for me will you?"

" _Yes Peter, I do,_ " the AI replied, " _according to police scanners he is returning back to the station with a possible mentally deranged individual who was caught stalking._ "

I hummed, that means he's probably just arrested Warren. Perfect, he would have just left Gwen then.

"What about Gwen? Where is she?"

" _According to her mobile, she is making her way home._ "

"Probably took a half day after everything that's happened. Can't say I blame her. Do you still have access to her phone?"

" _Yes I do. What would you like me to do?_ " the AI asked.

"Lock all external means of communication for the phone to the burner number we acquired," I ordered, "then send her the following message: It's time for your second test, if you ever want to see him alive again come to me. Send out current location."

" _Right. Anything else?_ "

"Oh, and send her the picture I just took," I then leaned back and waited. Hum, I would need a costume for this role.

 **With Gwen:**

She pushed her door open and walked in. Exhausted wasn't the word. She really didn't expect it to be true, but...it was. Warren was the one who wrote all of that, he was off his meds, literally.

Gwen didn't understand how she missed it, how _she_ of all people missed it. She always prided herself on being a very smart person, but she missed this. Which megged the question. Just who was this Dark Knight and how did he know more about her that she did?

Just then her phone buzzed. Gwen took it out and frowned, looking at a message from an unknown number. She opened it up and immediately her eyes widened in shock.

 **It's time for your second test, if you ever want to see him alive again come to me..**

And attached below was a location and a picture. Her father, bound, gagged and kneeling. "NO!" Gwen cried out, jumping out of bed.

This can't be happening! This can't be happening!

"No, no, no!" Gwen cried out as she dialed her father's number. She was waiting as it rang, when it finally clicked Gwen sighed in relief, "dad?! Where are you?!"

" **Gwen, when in a hostage situation, never ever try to play with lives,** " the deep modified voice Gwen heard just a few hours ago ran out.

"Who are you?! Why are you doing this?! If you do anything to him-"

" **-what? What will you do little Spider? If you call the cops you'll have to tell them who you really are. And if you do, you get arrested. You can try calling the Avengers, sure, but would they really give a fuck about you?** "

Gwen began packing, sweat covering her face, "w-what do you want from me?"

" **I just want to talk. Come here in...let's say twenty minutes? Do that, beat up my henchmen outside and I won't kill him. But if you don't get here soon, well...let's just say like Peter Parker, you'll have to learn how to live with your aunt and uncle.** "

The line cut out leaving Gwen cold.

Gwen memorised the given location and threw her phone aside, rushing to her bedroom. She ripped down her false ceiling tile and took out her costume. She slipped it on and opened the window, jumping out, not bothering to close it behind her.

She was careful! She was so careful! She jumped across streets, going higher and faster than she had ever gone before.

Her heart beating twice as fast as she's used too. Every beat sounded like a second passing away, a second closer to her father's death. Every jump she made helped she clear a building or two.

The city skyline however seemed to go on forever, as every time she tried searching for the docks, they were always another block away.

Finally, after ten minutes of running without pause, she saw it, the docks. She recalled the location she was give, it was a warehouse. Without a second thought she came crashing down the skyline, landing on the ground with crouched feet, glass raining down all around her as she searched for signs of life.

"What the hell?!" a couple of men guarding the grounds with guns turned to her.

"Where is he?!" Gwen roared as she charged at the men, surprising the men as she tackled the one closest to her, pushing him into another man and throwing them both into a wall with her increased strength.

"Waste the bitch!" the three goons around her cried out, taking aim at the girl and letting loose.

Gwen turned and leaped to the side, hiding behind a crate as bullet ripped into them. She took a deep breath and looked around, Finding a shadowy corner she leaped onto the wall and hide, traveling around around the other side and around the people in firing at her.

She sent two light jabs into the backs of two of them, dropping them down. Before the last man could turn to her, Gwen was already jump kicking him in the head, dropping him down, unconscious.

Clap, clap, clap.

The sound of slow clapping rang out. She turned, searching for the sound, "where is he?!" she noticed a door to a small office room near the back of the warehouse swing open. She took it as an invitation and charged right in, the door closing shut behind her the moment she entered the dark room.

" **Safe, like I promised,** " the voice on the phone came out loudly in the confined space, " **I have to say, I'm impressed. Eleven minutes, I doubt even Peter Parker could have done that in less time without his webs. But then again, they guy does have a few other tricks up his sleeve.** "

"I'm here like you wanted, let him go!" Gwen roared.

Slowly, out of the shadows of the warehouse a figure walked out. He wore a skin tight black bodysuit with plates of armour all over his body. He looked like a modern day knight with a black cape around his body and a metal helmet that covered his entire head with two long ears at the side and two white slits serving as his eyes.

"Who the hell are you?!" Gwen growled, crouching down, ready to attack.

" **I...am Batman,** " the figure replied, pushing his cape aside to show off the bat emblem emblazoned on his chest, " **you my little Spider, have a choice,** " he snapped his fingers as internal lights in the warehouse came alive revealing two people kept inside two separate glass cases with a metal frame.

"Dad!" Gwen cried out, watching as her father bangged the glass with his fists, no sound coming out.

" **Today, we have two special guests,** " the Batman spoke, " **one, is Captain George Stacy, a police officer. The other is a mobster, a criminal by the name of Richard Salvanin.**

" **You have two options,** " the Batman continued, brining Gwen's gaze back towards him as he held out two hand held switches, on each hand, " **this button,** " he held up his right hand, " **will save your father's life. But, in doing so will fill the other one with poison gas killing the mobster instantly,** " he then held out the other hand, " **and this does the opposite.** "

Batman threw the devices and Gwen caught them, stumped. Frozen as she looked at the two devices in her hands. The metaphorical executioner's blade meant to kill one of the men before her.

"Why are you doing this?" Gwen hissed, her hand trembling in furry.

" **Because, I want to see just what kind of hero you are,** " the imposing man explained, " **now choses quickly, before I select one for you.** "

Gwen looked at the glass casings, they seemed...thin. She got an idea. She picked up the button which would save her father and clicked.

" **Oh my,** " the Batman chuckled.

A green gas was released inside Richard Salvanin's container, slowly coming down at the man. Gwen threw the controllers away and leaped forward, her hand drawn back before thrown forward, shattering the glass open.

She then turned to her father, his own casing automatically opening, "Dad!" she cried out, reaching down to pull her father out, only for him to disappear in Gwen's arms.

"W-what?!" the girl looked around, noticing that even the mobster had vanished, she turned to the Batman, "h-holograms?"

Batman chuckled, " **did you think I would really hurt a police officer Gwen?** "

"ARGH!" the girl roared, launching herself forward, ready to take this mad man down. But at the last moment, the armoured lunatic moved out of the way, grabbed Gwen by the arm and threw her into a table.

Crash!

Gwen landed in a pile. She wheezed, holding her side as she looked up, Batman rotating his neck, " **slower than I thought. Hm, you'll need to work on that.** "

Gwen was on her back, glaring up at the man, "who are you?"

The Batman looked down, sighing, " **well, you did half good. I mean, breaking the casing was a very blunt but effective way of doing things. And the distraction was a good touch. But, you didn't really have a plan ready when you came in here. You need to think before you leap Gwen.** "

"How the hell are you?!" Gwen asked, her patience beginning to boil.

Batman's helmet seemed to come alive as it moved away from his face, revealing the smiling face of Peter Parker underneath it, "hello Gwen. I figured we needed to talk."

Gwen gasped, "fuck me."

 **Ten minutes later:**

Gwen and I sat on the roof of the warehouse, after calming her down I took out several bags of food I had gotten before hand out of my bag of storage and passed her half.

I finished the last of my burger and slurped my soda. I truend to Gwen, who had taken literally a single bite out of her food, the scent of confusion, anger, fear and admiration floated all around her.

I sighed, "I suppose I should first begin with an apology."

Gwen glared, "you think?! Not only did you threaten to expose my secret identity, you also pretended to kidnap my dad, made me take down some crazy guys with real guns and made me think I had to kill someone to save my dad?!"

I chuckled, "well, if you want, think off it like a test of sorts."

"A test?! What kind of test is it when you trick me into thinking my dad was kidnapped and dying?!"

"The kind I used to see if you were ready to become a Spider," I replied.

Gwen paused, her eyes widening, "a-are you serious?"

I nodded, "very."

"And?"

I paused, she looked nervous, I sighed, "not bad. A C minus if nothing else."

"C minus?! Seriously?!"

"I would have honestly failed you, but you did take down those mafia dudes effectively and not to mention how quickly you figured out it was Warren who was your stalker. Impressive work by the way. And I figured I might as well cut you some slack, after all this is your first month on the job," I shrugged.

"Wait, you would have failed me? Why?" Gwen asked.

"Well, frankly, the moment you thought your dad was going to die, you had your blinders on. You didn't even think off trying and sneaking inside instead of making an entrance. Rookie mistakes Gwen."

Gwen realised what I meant, and immediately she looked away, slumping her shoulders, "oh...I see...I suppose you want me to...to stop."

I laughed, laughed so hard Gwen actually flinched in surprise, "stop? Gwen, even if I told you to stop would you listen to me?"

Gwen blinked, "well, I mean..."

I snorted, "Gwen, I didn't ask permission from anyone when I began...and if you're going to be a hero I know anything I say, like my blessing or something won't be that important to you."

"B-but it is!" Gwen insisted, "I'm doing this in honour of you after all!"

"Really? Is that all?" I narrowed my eyes.

She flinched back, "no...I….I also wanted to help in someway so…. I suppose I wanted to both honor you and try and do some good...after I helped you with Doctor C...I couldn't help but think that, that moment right then was the most I have ever felt alive.

"A few days after...well, you told the government to suck it and went on the run, I kind of got my powers," Gwen explained, looking at her hands, "I don't get it, or how. I was at Oscorp, interviewing for an internship there when this spider with the number 42 bite me, and next thing I know I could do what you do."

I narrowed my eyes, if I recalled right in the Ultimate universe Miles Morales got his powers because Osborn tried to replicate the Ultimate Peter Parker powers. Maybe something happened in this world as well, only this time it happened to Gwen.

"I see...and you decided to what? Put on a suit and become a hero?" I asked.

Gwen nodded, "pretty much, yeah. I figured without you here...New York would need a Spider to protect her. And so, why not that Spider be me?"

I smiled, "I said it once, I'll say it again, you're one hell of a woman Gwen Stacy."

"I suppose," Gwen smiled, "I mean, I'm a lot different than that girl you helped all those...weeks ago? Wow...I just realise everything that's happened...it wasn't all that long ago."

I laughed, "yeah, I still remember when you were scared and wet girl standing at my door, asking for my dad."

"And you were naked," Gwen chuckled.

"You didn't really seem to mind," I smirked, "if you recall, you seemed to be enchanted by my abs."

"Well….yeah, of course I was," she snorted, shrugging, "hey..I just realised something. When I came to you that night, were you seriously just sleeping?"

I shook my head, "no. I had literally just gotten back from patrolling the city and I didn't have the energy to change into something else."

"I knew you didn't sleep naked!" Gwen cried out, "ha! Well that's one mystery of my life solved...Peter...what you said….I understand you think I'm not read to take up your mantle but-"

"Gwen," I stepped in, "I didn't say that."

Gwen blinked, "but you said-"

"-I said you should think before you act, not demand you stop," I shrugged, "I admit, I wished you were a bit more trained, but even I wasn't perfect when I began."

"You helped the Fantastic Four take down Doctor Doom," Gwen replied flatly.

"Yeah...but if you remember I was also knocked unconscious," I chuckled, "listen Gwen, I don't mind someone else taking up my name, in fact, that entire speech about the new Age of Heroes I gave was for people like you. To act on your good intentions. And you don't need permission, or blessing, mine or anyone else, you're your own hero Gwen and besides, it's not like I asked permission either."

"So...I can be Spider-woman?" Gwen asked with hope, "you don't mind?"

I shrugged, "like I said, up to you. But, if you want to keep going, you have to realise, that trick which I just played on you to test you? One day, it might become real. And you have to accept the dangers being hero will bring to you and your family. Can you really take that risk?"

The girl looked confused, thinking silently to herself. I waited patiently, and then she spoke, "can you teach me?"

I smiled, "I have way too much on my pate Gwen, I'm sorry. After I left I somehow ended up gaining more duties rather than less. I'm way too busy," Gwen dropped his head hearing that, "but, I asked around and got a few favours from Daredevil and Glider. They agreed to hand hold you until they think you're ready to go out on your own."

"Woah. Seriously? Even Glider?!" Gwen asked in shock, "but that guy hates me!"

I nodded, "yeah. Between you and me, he's a big softy. Has a big heart, but also strives to always prove himself. He's….he's a good guy...but anyway, enough about him. Gwen, I'm going to ask you again. Are you sure?"

Gwen looked at me and nodded, "yeah. I am."

I smiled, "good. And remember, if you need me, the Devil and Glider know where I am. But first, before I leave," I stood up, motioning Gwen to follow me. She did and watched as pulled out the metal briefcase I had prepared beforehand in shock.

"How did you do that?!" Gwen asked in awe.

"Magic," I winked.

"Shut up! No way!"

"Yup," I nodded, "magic is real. And I'm what you would call a protector of the Earth realm. Anyway, enough about that, here," I pushed the case into her hands.

Gwen formed but took the case, looking at the lock, "what's the code?"

"You're birthday," Is replied.

Gwen blinked, "have I ever told you how creepy it is that you know so much about me?"

I shrugged, "hey, I do my research. Which is exactly what I need you to do as well. Inside is everything you'll need to get started. Tools I didn't have when beginning out as a hero. You'll have a leg up now, but you can't use this as a crutch Gwen. I want you to learn how to become better."

Gwen nodded, "right," she then opened the case, excitement rolling off of her as her eyes widened, sparkling at the notes and clothes inside, "this is so cool! What are they?!"

"Well the notes are just some things I figured you should read up on," I told her, reaching in and taking out a web shooter, "and this is a web shooter, I figured since you're now officially a Spider, you'll need webs to get around."

"How do they work?" Gwen asked eagerly, "I tried to make my own version of them, but they never seemed to stick for some reason. Never got it right."

"They used a pressurised contaniend of certain chemicals that when exposed to air turn into the web like substance," I replied, putting the shooter back in, "the first round is on me. But, if you want more," I picked up a neatly folded paper with the web formula written on it and smirked, "you're going to have to earn it."

Gwen grinned at the challenge, "I may not be the world's smartest hero, but come on Peter, give me some credit, I'm not stupid. With the formula it'll be a cake walk."

I blinked, "they serious call me that? World's smartest?"

Gwen shrugged, "some people, yeah. Like a lot of the college students I know think you're much smarter than Stark and Richards. But maybe they're a little bias."

I shrugged, "never figured...I kind of like it," I grinned.

Gwen smiled back, "I thought you would...Peter...thanks, for believing in me," she squeezed her fists, "I know you have no reason too, and taking your name as my own was a dick move but-"

"-But you are a hero and you deserve a chance," I patted her shoulder, pulling her into a hug. She was hesitant for a second before she hugged me back, holding me tightly in her arms. "good luck Gwen. Be brave, be kind and never forget the first rule of super heroine."

Gwen pulled away, looking confused, "what's that?"

"If you happen upon a super sexy bad guy, you are not allowed to fall in love with him," I replied.

Gwen rolled her eyes, "very funny Peter."

I stared into her soul, "no. I'm serious. Why the hell do you think my love life is shit right now? One skin tight black suit wearing cat burglar and next thing I know I'm a terrorist and a felon running from the law. I mean, it was so worth it, and I would totally do it again, but no, just….no."

Gwen blinked, "okay then…..right, okay."

I smiled, "good," I summoned my sling ring and created a portal to the roof of the London sanctum. I turned to Gwen and nodded, "until next time. Spider-woman," I stepped through the closed the portal, the last thing I saw? Gwen's jaw hitting the floor. Hehe, damn I love magic.

* * *

 **Hm, this chapter ended up growing bigger than I thought. But to be fair, I did want to be through. And while some of your might think this was a little harsh, the mantle of the Spider if a bigger burden now and Gwen will need to be ready. So yes, Peter went down the psychotic route.**

 **For the next few chapters I'm just going to let Peter rest, allowing him to have some sort of relaxation before I drop another story arc on him. And yes, you are correct, Thor the Dark Work will happen soon, but not for a while. Maybe near the end of chapter 68.**

 **Anyway, see you all soon, if I don't kill myself before then trying to maintain this two chapter every week work ethic.**


	67. Embers

It was Sunday, which frankly is the best day of the week. It was a quiet day, Wanda and I were on the couch, reading books on magic that we found in the library upstairs. Jean was humming as she flipped through channels, bored out of her mind. And Felicia...well.

"THIS IS SO BORING!" she cried out loudly.

I sighed, lowering my book and looking over to my Kitten. She was sitting down on the floor to one corner with her legs crossed attempting to meditate. Attempting being the operating word.

"You know, you could be using this time to actually learn some magic," Wanda said with a snort, not bothering to look up from her own book.

"Yeah, but...grah! Come on! Even you must be feeling a little sick of this place by now!" Felicia grumbled, "I mean, it's been what? A month since we came here? Since then we haven't gone out once!"

I smiled, "well...I am an international felon, you are wanted by HYDRA and SHIELD for your relationship to me and Wanda here is a former HYDRA asset. I don't really think we can afford to go out on our own."

"Then why can't we like, find a spell or something get disguises for ourselves?" Felicia pouted, crossing her hands, "there's only so much magic and threesomes one girl can take before she's driven up the walls Tiger."

"Reall? From the way you three still go at it, I thought you were just getting into your nightly threesomes," Wanda said dryly, flipping a page.

I coughed into my hand, "I-I didn't know you could hear us."

"Blame Red," Wanda smirked, "she's the screamer."

"Yeah she is," Felicia grinned as we all looked at Jean, who pretended to ignore us, though the blush she had said otherwise.

"Anyway, she's not wrong," Wanda said, snapping her book shut, "we could do with a break now and again."

I nodded, "agreed. We could use the UMF suits if you want. The disguises aren't perfect, but-"

"-No way," Felicia cut in, "no offence to you, but those latex masks are hard to breath Tiger! Plus, it's a disaster on our hair! I honestly don't' know how you can deal with it! It's so...stuffy."

I shrugged, "you get used to it with practise."

"We could find use a spell, like Felicia said," Jean turned to us, "maybe something light based? A basic illusion should be enough and easy to keep up."

"Do any of you know any?" Felicia asked with new vigor.

Immediately they all turned to me. I raised an eyebrow, "why are you all looking at me?"

"Because, sadly, out of all of us you are the most accomplished," Wanda snorted.

I sighed, "thank you Wanda, your gentle words are truly inspiring. And no, I was mostly focused on conjuration of weapons and accessing extra dimensional energies. Illusion magic isn't my forte."

"Well, we do have a whole library full of magic books upstairs," Jean said with a shrug, "we could just take a look."

Felicia grinned as she jumped on her feet, "well then what are we waiting for? Let's go already!"

Jean and I shared a look and smiled, Felicia was never going to change. We got up and went with her to the library. I turned to Wanda and waited. The woman rolled her eyes, grumbled about hyperactive women under her breath, but got up as well.

The library was on the second floor of the sanctum, Wanda stayed on the floor, her room to one corner, while the library come relic room was spread out before us. It shared similarities with the Sanctum in New York in the way it was designed with the seal of the London Sanctum placed as a skylight on the far wall of the room.

"So, where do we begin?" Felicia asked, looking around the place.

"These aren't arranged according to any pattern I can find," said Wanda, the only person in this house who spent more time here than I did in my lab, "from what I can tell the previous owner of the Sanctum had their own form of catalogue."

I nodded, "I expect as much. We should probably split up and look around then." The others agreed and did so. I went to the shelves on the right and began looking through them all, one by one.

The books were old, and some I knew were older than countries. These were rare, almost impossible to find copies. Some were just banned from polite society while others could be used to invoke demons, which in in of itself is a scary ass thought.

I traced my fingers across each book's spine, reading their covers as fast as I could when my eyes landed upon a title which caught my eye.

 **The Legend of Sir Percy and his many conquests during the reign of King Arthur.**

Well...what's this? Sir Percy...the man for whom the Ebony Blade was forged for by Merlin himself. The man who, according to legend, never lost a battle with said blade. Was this a coincidence or….no...I didn't believe in coincidences, and with frankly good reason. They just didn't happen.

"I found it!" Jean called out loudly, getting everyone's attention. I turned back to the book and took it out, might as well not look a gift horse in the mouth.

I walked over to the others, who were now gathered around the main table in the library pouring over the large tome. Wanda took the lead with Jean helping her find the spell required.

"It seems like an easy enough spell," Wanda hummed, "we could do it easily. Even Felicia, with her horrible control." I looked down at the book in my hands, curiosity getting the best of me as I opened it up and began reading through it.

"Hey! Watch it voure, I can still kick your ass hand to hand and you know it," Kitten warned, puffing her cheeks.

"Peter, what do you have there?" Jean asked, looking at me with curious eyes.

I looked up from the book I was reading, "it's...a record of the life of a Knight from King Arthur's court. A guy named Percy...he's...well….frankly by these records he's frankly down right amazing."

"Why are you interested in him?" Wanda asked, her attention now fixed on me as well.

"Well, it's because I have his sword," I mentally activated my suit and creating my bag of storage. I then reached inside and after digging about for a while pulled out the black blade that could cut through magic itself.

Felicia whistled as her eyes winded, "that looks wicked...how much do you think it would go for."

My eyebrow twitched, "it's a priceless relic Felicia."

"Oh, he called you Felicia, you're in trouble now," Wanda smiled.

"You used that during the battle with Kaecilius," Jean noted, "it allowed you to deflect those mirror dimension structures he used."

I nodded, "exactly. It has this sort of...numbing effect on magic. And for the life of me I haven't been able to find out the enchantments used on it. Science didn't help me….I'm wondering if history might."

"Well then while we research this, why don't you go ahead and read that," Felicia said with a shrug.

I blinked, "are you sure? Won't you need my help?"

"I'm sure," Felicia smiled, "you have that look in your eyes Peter. I've been with you long enough to know that you're basically useless at this point unless you get your fix."

I smiled, "thanks Kitten." The others chuckled as well and agreed to let me be. I took the book and sat down away from the girls, letting the Ebony blade rest on the table before me. I opened the book and began going through it.

It took a while, but eventually I found a passage regarding the blade Percy wielded. An account of a battle where the author was able to be an eyewitness to how Sir Percy wielded it in combat.

' _Seeing him fight was akin to seeing a God of War descend upon this plane. The man slaughtered the barbarians with grace and precious, and leading his many attacks was the Ebony Blade itself. Legend has it that Sir Percy gained the blade from Merlin himself, that he forged it from a fallen star. With it in hand it seemed Sir Percy would never lose. I saw him being impaled several times by a spear, only for the man to keep going. I later learned it held some arcane charm in it that made its wielder unable to fall to enemy fighters._

' _I can't begin to fathom the skill Sir Percy poses to wield the weapon, not how easily the weapon seemed to react to his orders. The Holy Knight never lost as he cleaved a path through the grounds of Camelot, helping us citizens escape from Mordred's forces. He was only halted when the dark king himself stepped down to face the Knight._

' _Mordred the Cruel, for that be the traitor's rightful name, fought Sir Percy to a stand still. I remember being just a little boy, being hidden behind my mother's skirts when I saw Mordred knock Sir Percy aside, the Ebony Blade thrown out of his hand. I feared death would finally greet this unstoppable juggernaut, when instead, as if by magic, the blade flew back into the Knight's hand._

' _Looking back now, yes, I do suspect it was magic. Another of the Warlock Merlin's many many enchantments on the blade. I cannot find any more information on the blade and it's capabilities, hence why not matter how through this biography of the great knight Sir Percy is, it will forever remain incomplete.'_

I groaned and put down the book. I picked up the Ebony Blade, gazing into its pitch black blade. I'll admit, I was impressed, this thing seemed to be powerful beyond what I originally suspected.

Skit!

I slowly pressed a single stinger up against the blade and attempted to cut it. To my shock, the blade didn't bend, it resisted my blade of proto-adamantium. It was as if both metals were at a stand still, one unable to cut the other.

I put my stinger away and placed the blade on the table, "what are you?" And then, I felt something.

My mind began to rumble.

"ARGH!" I held onto my head for a long time, feeling a brains splitting headache cut into my body. I began ventilating, dropping out of my chair and on the ground as the pain seemed to divert my attention.

"Peter!" Felicia cried out as they ran to my side. I looked up as she and the others came to my side, holding me up as I felt my head break down.

"What's wrong with him?!" Felicia turned to Jean.

Jean closed her eyes and tried to reach out, only to cry out in pain, "I can't get to him! Something's blocking his mind!"

The Infinity core on my chest began glowing bright, a deafening screech came out in constant waves.

"Sexy! Turn it off!" I cried out.

" _I can't seem to be able to sir! The Infinity stone is reacting to your mind! It's reacting to an unimaginable amount of theta waves right out of your skull!_ "

The pain was like last time, but worse. Much much worse. I could feel my brain scream at me to do something, I struggled through the pain and activated Web Vision, praying it could help me understand what I was dealing with.

I looked within myself with the enhanced sight and saw...everything. My core was tied out to strands that seemed to stretch out to Infinity, the Web of life. I also so various other strains mixed in with my core golden red ones.

Blue, Magneto's powers, a sharp metallic blue mixed with rusted brown, Logan's powers. A tinge of green, Jessica Drew. And placed right above my heart was the bright yellow of the Mind stone. And then finally, I could see what looked to be a glowing bright gold crown made out of strings around my brain, Franklin Richards' power.

However, it was different from the rest. The other strings were tightly wrapped and spun into a meaningful web around me. But the crown? It was busting all around the place, untethered, violent.

I needed to contain it, to control it. I opened my eyes and looked up at the panicked faces of the girls, "m-mindscape. N-need to access mind-argh!"

The pain was too much, I couldn't take it.

"What's he saying?!" Felicia cried out, "Jean, what does he want?"

"Mindscape? Mindscape?" Jean repeated, confused.

However, it was Wanda who figured it out. "His powers. The ones he tried to adapt, they are activating. He needs to access his mindscape to bring it under control."

"How do we do that?" Felicia asked.

"We need to get him to sleep, or rest, somthing," Jean said with a frown.

Suddenly, Felicia's eyes snapped up, "the meditation room! Those dried herbs! They have narcotic properties! Get them!"

"On it!" Jean reached out with her hand and summoned the incense telepathically. Seeing a bag of them come towards us, I reached out and plucked it out of the air.

I opened the plastic bag and grabbed the dried brown herbs and stuffed them into my mouth, chewing and swallow them before I dropped down on my back and blinked out, exhausted.

"Peter?" Jean called out, "Peter?! Peter..." slowly, her voice began to trail away into the distance.

I slowly was pushed into my mental landscape, forced to see just what had become of my distorted city that held all my memories in the form of buildings and houses i had visited in real life.

The City of New York was now smashed in with several other places, including Kamar Taj which now looked like it had just collided with my main city of memories.

I turned to the Dark Tower in my mind and saw it was whole, so far so good. But then, the sky began to turn gold, and I saw the city began to shake.

I felt the pain hit me even here as suddenly a large lightning bolt came crashing down from the yellow skies and hit my memory roads with a loud bagn that was blinding to the sight, yet also soundless.

I watched as slowly my entire mental mindscape became a farm of lighting bolts, striking the ground with loud flashes and an increasing frequency.

I held my arms up to protect myself, but I couldn't do anything to stop it. The thunder just kept coming. I watched them come down hard, and then one almost clipped me as it came down a few feel before me.

I cursed, watching it impact the top of memory version of the Baxter building. I looked to the building, praying it was undamaged and sighed in relief to see it was soo. But as I looked around the impact of the lighting strike, I noticed something...odd.

The lighting had left behind a sort of residue. But, instead of scorch marks and soot, it left what looked to be a set of yellow circuits that grew on the surface of the building before slowly fading away.

I looked around and sure enough every impact that lightning bolt made resulted in the circuits being formed. I gasped, realizing just what was going on.

The lighting, it was trying to imprint into my mind. All the other powers, for the most part, were physical, with the exception of Magneto's powers. But Franklin's powers were leaps and bounds ahead of Erik's, hence, it wasn't being properly adapted!

The strings were lost, because they didn't have anything to properly attach themselves on! They need… I turned to the Dark Tower, they would need something like that. I grinned, perfect.

I flew towards the Dark Tower and stopped, turning around and facing my memory city. I threw my hands out and closed my eyes. I had barely done any form of mental manipulation, though it is a practised skill in Kamar Taj to gain better focus and regulate bodily functions. But there's always a first time for everything.

I focused and drew my mind outwards. Throwing out feelers for the lighting. Once I began to find a pattern which wasn't hard as they often targeted the same spot, I opened my eyes and threw out mental web lines at the powerful would-be anchors.

The webs moved like water, wrapping around the lighting bolts as they came down. It took a great deal of mental fortitude to hold them together, I pulled and held on for dear life. But...they were too strong.

THANG!

The webbing snapped, loudly, sending me flying back.

KABOOM!

The lightning became more agitated now that they were closed together. I couldn't do it. I-I wasn't strong enough. I watched them bring down hell upon my memories, I growled, I wasn't giving up, I can't!

I summoned the mental webbing once more and threw them out. I wrapped around the lightning and ignoring the paradoxical idea of touching lightning, I pulled. I pulled with all my might and once more.

THANG!

KABOOM!

I feel to the ground, my mind began to hurt more and more. The pain was becoming unbearable, almost making me wish I could end it all. But then, suddenly, I felt something….different. Something..pleasant. It made me forget about the pain, it made me….warm.

I felt a pair of warm arms wrap around my neck from the back. "Peter, I here," I heard Jean's voice. I turned to the side and watched in awe as I saw her appear behind me.

"Jean? H-how?" I couldn't believe my eyes.

Jean smiled as she helped me back on my feet, holding my hand, "we told you didn't we? We would never leave you again Peter. We're in this together."

"We?" I asked, just then feeling two more hands touch my back. I turned and saw Wanda and Felicia there as well, floating right behind me, next to the Dark Tower. "Kitten? Wanda?"

"We're here Tiger," Felicia smiled, "just tell us what to do."

"And you better hurry up Peter," Wanda replied looking out at my mindscape, "because it isn't looking good."

I turned and sure enough she was right. The lightning began to growing more rapid in it's hits, more powerful, more dangerous.

"Peter, what's the plan?" Jean asked, smiling at me with all the reassurance she could muster.

"We need to pull it towards that tower," I said, pointing to the Dark Tower behind us, "it should be able to handle and compile the energy being given off."

Wanda whistled as she looked at the Dark Tower, "that's some tower you have in your head Peter. What sorts of secrets are you keeping in there?"

"The kind that need to be kept," I replied, "are you all ready."

"Ready," Felicia and Jean replied with Wanda nodding.

I took a deep breath, "alright then. Third time's the charm," I sent out the mental webbing, now much larger in amount, and coiled them around the lightning streams. "Argh," I grunted and I held onto them, holding them as best I could.

"We got it Peter," Felicia said as she and Wanda took some of the webbing on my left white Jean took half of the ones in my right.

"On the count of three, pull!" I called out, "one, two, three, pull!"

"ARGH!" we all cried out as as one, we pulled on the webbing. The lightning began to move.

"This is so freaking hard! Why is your brain so fucked up?!" Felicia cried out.

"You think this is bad?! You should see my heart!" I laughed. We all stood our ground, each of us pulling as best we could. And slowly, the lightning began to be reigned in.

As the bolts grew closer and closer, the suspended line of plasma energy seemed to take on a life of it's on, seeking out each other, forming a network, arcing together, like webs.

I knew I couldn't stop, I had no choice. I had to absorb the energy into me, they were trying to encode onto something, they had to encode onto me.

And then, they began shaking violently.

BOOM!

A few of them thrashed out, trying to break free. Wanda tried holding on, but found it difficult as she was being pulled along for a ride.

"I got you!" I called out, sending another mental webbing to hold onto her ankle and pull her back.

"S-sorry, I don't understand how this can be so powerful," Wanda hissed.

"It's fine," I hissed, "just stay close, I'll make sure nothing happens. Don't' want you dying on my now Witchy."

Wanda smirked, "you really are terrible at nicknames Spider."

BOOM!

BOOM!

BOOM!

"ARGH!" we all screamed in pain as we felt as slowly we were surrounded by a hurricane of lighting bolts, all dancing around us, forming a cage of sorts before slowly closing in.

We all let go of the webs as we realised they aren't needed anymore. They lightning began to close in around us, the closer they got, the more pain we felt.

"P-Peter, what's going on?" Jean asked as we were all being pushed into a small group, huddled together.

"I-I don't know, this should work, it should be working, why-why is it so painful-argh!" I cried out as the lighting began to hurt my brain. I could almost feel it trying to break my mind open, break free.

I looked around, the girls were standing around me, trying to protect me from the pain. But I knew if they stayed...they wouldn't survive. I knew what I had to do.

I reached out and grabbed Felicia and Wanda by the shoulder. Wanda turned, "what are you-" and then stopped as I used all the mental focus I could conjure to banish them both out of my mind. Freeing them from this pain.

"Peter!" Jean cried out, "what did you do?!"

"They're back in their bodies," I told her, "I couldn't let them get hurt. I'm sorry Jean, but I won't let anyone get hurt because of me. Please, just go, don't make me push you away."

Jean looked at me with horror in her eyes, "Peter...why won't you ever let anyone save you? You always care for others, always are willing to die for their sake...but are unwilling to others do the same for you. Please Peter, just this once, let me save you."

"If you stay you will get hurt Jean!" I cried out.

"I don't care!" she yelled, charging at me and jumping into my arms, pulling me tightly, "I'm not letting go Peter, not now, not ever! We'll get through this, together!"

"Jean, please!" I couldn't pull her off, I couldn't push her away. She was too powerful for me, I knew as much. "I don't' want to hurt you," I whispered, tears running down my face at the idea of hurting her because of my actions.

"Oh Peter," Jean whispered as the cage of lightning began closing in on us, the pain I felt growing each second, "you could never hurt me."

The lightning circuits joined together, I felt my body began to grow almost volcanic as the energy seemed into me. Slowly those yellow circuits I saw before began surrounding me, growing wilder and wilder.

They were unstable, unfocused. They were growing more and more violent. I held Jean to my chest as tightly as I could with one thought running through my head, 'please let her live, please let her live.'

And then, I felt it. The warmth returned, only this time, it began to grow and grow, until I heard the majestic cry of a bird off in the distance.

And then, there was an explosion that ripped through the lightning circuits, blasting it all away. A ring of fire surrounded me as a glowing figure appeared before me, descending down in an aura of red flame.

She looked powerful, bathed in a dress of flames, like the living embodiment of the concept of fire. Her hair wild and alive, her eyes glowing brightly. Her body was burning, but she didn't look hurt.

"J-Jean?" I whispered.

"P-Peter, what's happening to me?" she whispered, looking at her hands, looking around us at the ring of fire keeping the lightning away, "i-is this me? Am I doing this?"

"Yes Jean.. you are," I got to my feet, approaching her carefully, "are you okay? Are you still in control?"

Jean narrowed her eyes, "of course I am, why wouldn't I?"

I back off, quickly, "because you look like your on fire. Not that I didn't think you were hot before, but now...well, you're smoking."

The joke seemed to make her smile, "oh Peter," she flew down, I pulled her into my arms and held her tight. Surprisingly, her flames didn't hurt me. I felt...warm. She put her hands around my neck and kissed me with a fiery passion I could feel till my bones.

Slowly, I felt the fire around us begin to control the lightning. I felt the energy seep around me be directed towards the Dark Tower. I felt the Tower become the anchor for the strings of powers inside my body, and now focused, the lightning struck proper causing a great big explosion.

Jean pulled away and smiled, "I told you, I'm never leaving you, ever."

And then, nothing. Everything turned stark white.

 **Some time later:**

I woke up and found myself back in the physical realm. My headache was gone, and my body felt...well, for the most part, back to normal, even the Mind stone had stopped glowing.

I looked around and found myself in Jean's and Felicia's room with Jean resting right next to me. I turned to her and reached out, touching her neck I felt her temperature was normal enough. But that wasn't what I was worried about.

The Phoenix. There was no doubt in mind about what I saw. Jean...her true powers were awakening and the thought of her going insane with powers….frightened me. Not for my life, no, but for her's.

Jean Grey was famous for two things, how she died and staying dead. Sure there were other versions of her and maybe down the line Marvel would bring her back. But for the most part, she stayed dead. And that was something I would never accept.

She gave her life….for mine. She gave up everything for me. Her friends, family, her home. She chose to be with me...because she loved me. And damn me to hell, what kind of man would I be if I didn't do the same?

I immediately closed my eyes and used Web Vision to look at her. I looked at her aura and found it to be the same...mostly. But underneath her normal fisage was a spark...a small spark, an ember of power that glowed like a flame in a snowstorm. Powerful and bright.

She was on the path...it would be my duty to ensure she didn't die on it. Jean would not fall to the Dark Phoenix, Hope would be raised with a mother. I would make sure of it...even if it cost me my life.

With my analysis of Jean done I turned to myself, finding that I now the golden strings around my head were knotted and held together tightly.

With a sigh of relief I planted a kiss on Jean's asleep lips and stood back up. My leg wobbled from the sudden rush, but I slowly managed to make my way over to my lab, hoping science would help solve what I knew magic could not.

"Peter?" I turned to see Wand and Felicia sitting on the couch, nursing what looked to be ice packs on their heads.

I smiled, "hey."

"Peter!" Kitten cried out as she jumped off the couch and ran into my arms, wrapping them tightly as she teared up, "I thought I lost you both back there."

I hugged her and held her tight, "I'm sorry Kitten, I'm sorry for worrying you."

"What happened back there?" Wanda asked as she walked over, ice pack still pressed against her head, "why did you push us out?"

"You wouldn't have been able to handle it," I replied, pulling away from Felicia, "I couldn't let you get hurt. I'm sorry."

"What about Jean?" Felicia asked.

"Jean is a much more powerful psychic than I am," I replied, "she handled it...plus, to be honest, she didn't exactly let me kick her out."

"What happened back there?" Wanda asked, "one minute you were fine and the next..."

I sighed, "those powers I acquired from Franklin finally kicked in. And to be fair...I had never expected something like this."

"Too powerful?" Wanda wagered.

I nodded, "exactly."

"Are you okay now?" Felicia asked.

"That's what I'm going down to my lab to find out," I told them both, "but someone should probably keep and eye on Jean...just in case."

Felicia nodded, "I'll stay, Wanda, go with him, you know more about this psychic stuff than me anyway."

Wanda nodded, "right. Come on Spider, I want to see what this all is about." I sighed as I nodded. I promised Felicia to call her if anything happened and went down to my lab with Wanda.

"Sexy," I grunted, throwing the doors to the lab open, "scan me please?"

" _Right away Peter,_ " the AI replied as my clothes transformed into my suit, scanning my entire body with its internal mechanics.

I pulled myself up to the operating table in the middle and layed down, panting and staring off at the ceiling lights above.

"You need something? Water?" Wanda asked as she stood besides me.

"No, thanks," I smiled, "well Sexy? How am I?"

" _It would seem that your mind is producing some sort of theta wave burst. It seems to be interacting with your body in an odd way Peter, I can't really….I can't understand what's happening._ "

I hummed, looking down at my hands I felt energy seemingly pour out. It wasn't hard to pick out, considering the energy resembled my own life force whenever I used magic to summon weapons, but this time...it felt off.

I closed my eyes and let Web Vision take over. I saw the strands of energy coming out of my mind pour over my body. I could feel it, and now that I could see the energy, I think I could control it.

Acting out of instinct I pulled on the mental energy flowing out of my mind and found it shifting. It slowly began to cover my body, creating a second layer of sorts, the threads winding together, forming something bigger.

I opened my eyes and saw with my real vision a form of red energy covering my hand, seeming to be twice the size of my regular hand.

"Holy shit," Wanda's eyes were wide as saucers as she looked at my hands in wonder.

"Sexy, explain?" I begged.

" _It seems to be some sort of solid theta wave structure, though my internal scanners can't seem to pick on how this is even possible._ "

'Solid Theta waves? Woah,' "Psionic energy," I spoke up, "I think I inherited a sliver of Franklin's powers to form a second skin of psionic energy," I frowned, flicking my hand and causing the red armour around my hand shimmer.

I focused on changing it and found the energy accepted my request instantly, transforming it's top into a long spike, five feet in length. I jerked my hand back and the spike turned into a flacid whip.

"Kincky," Wanda smirked, "does it move like a real whip too?"

I swung my wrist forward, the whip like extension came bursting out, wrapped around the room's door handle.

I was shocked to say the least, "holy...shit….this is fucking awesome!" I threw my hands up in excitement only to have the whip pull on the door handle, the metal object exploding out of the the frame and fly right at me.

Wanda snapped her fingers as suddenly the door stopped in mid air, she turned to me with an amused look, "you're going to have to be a bit more careful there Spider."

I nodded, "yeah, thanks for that." I turned to my hand and closed my eyes, slowly letting the energy around my hand disperse.

The red energy vanished, leaving my hand bare. I had to admit, this was amazing. Franklin had some amazing powers, time traveling, reality bending powers. While I am disappointed I didn't any of those, I'm glad I got something decent like psionic armour.

"So, everything good?" Wanda asked, looking at me with what I smelt was...worry?

I smiled, "you worried about me now Witchy?"

She smirked, "still a shitty nickname Spider. But I'm serious, you good?"

I nodded, "yes, for the most part. I seem to have a handle on the new powers well enough. I doubt I'll be having another outburst like that again...I hope."

"Yeah, let's hope...if you can, could you power it up one more time, I want to take another look at it," Wanda asked, her curiosity getting the better of her.

I held out my hand, focused, and allowed my mind to form the psionic second armoured layer around my hand, creating a vaguely shaped arm that was around four sizes bigger than my normal arm.

"Amazing," Wanda whispered as she reached out and touched the arm, getting a feel for it as she caressed the arm, tapping her fingers on the structure which gave off a hollow sound, "it feels so real."

"Can you try and feel it with your mind?" I asked.

Wanda nodded, "I can try," she closed her eyes and focused, a few seconds later she opened them up, "amazing….I feel it, it's there. Almost like it's an extension of your own mind."

"Can you interact with it?" I asked.

"I don't' think I can...it's too much...you. Plus to be fair, Jean's the real psychic, I'm just...well, a collection of oddities," Wanda hummed, "what else can you do with it? Or is the psionic energy locked into one particular form?"

I shrugged, "who knows? Let's see…." I looked at the red glowing energy and tried to focus, gathering it in the palm of my hand with the mental image of a spherical structure dominating my mind.

And slowly, the psionic energy moved. It moved from around my arm and gathered to the palm of my hand, forming the exact same sphere I hand imagined. I closed my hand around it and grip it tightly, the feeling...solid, like I was touching something made out of fiberglass.

"What else can you make?" Wanda asked curiously.

I didn't reply, instead focusing on the sphere, transforming it into a various structures I pictured in my head, a dagger without a hilt, a crescent shaped moon, a small hammer and even a red version of Mjolner.

"Amazing," Wanda whispered, "what do you think are its limits?"

"Honestly Wanda? I think it can make anything I imagine, only issue being how much concentration I would need to form it," I replied.

"Is it a struggle to hold different shapes?"

"No...but I do feel a small strain, similar to my use of magical spells."

"I see...hmm, very interesting… we should research this later, but for now let's go back upstairs. I'm sure Jean will wake up soon and Felicia will be worried."

I nodded and got up, following right behind her. As I did I wondered to myself just what the nature of my new abilities truly was. Was it similar to energy constructs used by Green Lanterns of the DC universe?

Yes...possibly. Energy constructs, or atleast a form of them. I would need to fully understand my power, and while it might take some time, it'll be something I need. Because like it or not, I'll need this power….for when Thanos finally arrives.

* * *

 **Yes, I know Jean Grey is currently alive in X-men Red, but remember, this SI has been out of the comic book world for over two years. So yeah...**

 **Anyway, I'm laying down the groundwork for the Dark Phoenix arc, nothing too amazing, just a diffrent more _cosmic_ version. And that's all I'm saying.**

 **NOTE: Franklin Richard's psionic powers were one of the first abblties he was seen having. It later mutated into the beyond omega level shit he could later do. Use this information as you will.**


	68. Visiting heaven

"Annnd, now!" Felicia snapped her fingers, her focus evident. Her form shimmered as suddenly in the green eyed silver haired blondes place was a brunette with bright blue eyes with freckles across her face.

Wanda frowned, "not bad...but you still look like you, just the hue has changed."

"Na-hum! Can't you see!" Felicia pointed to her cheeks, "I added freckles!"

Wanda groaned, rolling her eyes, "you ponce. This is a disguise," she snapped her fingers as her form was covered with a sheen of light as in her place was a blonde with blue eyes that seemed to be older looking that what Wanda was. She had a rounder face with stress creases all over her face, making her very different from original form.

Jean whistled, "that's very good Wanda. You look very real."

"Thank you very much love," Wanda said in a British accent that was obviously forced.

I winced, "drop the accent, it's really bad."

Wanda raised an eyebrow, "really? Fine. There, better?"

I nodded, "much. Jean? You want to go next?"

"Don't mind if I do," Jean closed her eyes and focused. I looked at her form, she had made a full recovery in a few hours. And while she didn't show any outward signs of the Phoenix taking over...I was still worried.

Jean snapped her fingers as she shimmered. In her place now stood a pixie cut raven haired girl who was thinner than Jean's original form. Her jade eyes were now a dull brown, though she definitely now looked nothing like her original form.

I smiled, "I like the hair."

"Thanks," Jean smiled, reaching up and touching her black strands, "you're turn."

I nodded. With a quick snap and mental recruitment of the spell in question, my form shimmered, and in my place was a slightly bigger dark skinned man with black hair but bright blue eyes. A starking paradox that I hope will gain people's attention and alienate this form from my real one.

"Not bad Spider," Wanda whistled, "how long can everyone hold the spell?"

I shrugged, "few hours."

"Same," Jean nodded.

"I think I can manage if we don't move too much," Felicia grumbled.

Wanda nodded, "then I suppose we are as ready as we can be."

"Then what are we waiting for?" Felicia asked with a grin, "let's go out and have some fun!"

Jean chuckled, "someone's eager."

"It's too late today," I said, looking out the window, the sun was already going down, "we can go out tomorrow, with a plan on what to visit."

"B-but, argh," Felicia groaned, "fine. Whatever. I'm going to my room to research London sites. Maybe we can sneak into a bar or something."

Jean rolled her eyes, "you remember the last time we got drunk together right?"

I nodded, "damn right I do. Or as I fondly remember it, 'Best Night of My Goddamn Life'."

Wanda rolled her eyes as she dropped her illusion, "I'm assuming it had something to do with sex. Wait, don't tell me, you all got drunk and made out?"

Felicia shrugged, dropping the illusion, "it was Jean's birthday. And Peter and I were kind of exclusive back then. But then the fiesty red head over there got some very fun ideas on what to do next and next thing I know we're in her room, on her bed, having sex."

I grinned, "like I said, best night of my life."

Wanda groaned, "whatever. I'm going to the library, if you three are planning a repeat performance, please, put up a silencing ward."

Jean chukled, dropping her illusion, "don't worry Wanda, we'll try our best to be quite."

"Jean," I called out, "can we talk? I my lab? I want to give you a check up."

Jean groaned, sensing my agitation she realised I was worried, "Peter, what's wrong?"

I sighed, "after what happened today, I just want to be sure, you know?"

Jean looked worried, but nodded, "yeah, of course. Let's go."

"Night you two," Felicia called out as she went to her room, "try not to fuck without me."

I rolled my eyes, she was never going to change. Jean dropped her illusion and followed me down to my lab. Once inside I had her sit down on the metal slab in the middle of the room as I walked around, placing monitoring cables all around her.

I put up the readings on my monitors. From the outside, everything was fine. More than fine in fact. From my readings her theta wave output rate has increased three fold, meaning that she was stronger than ever.

Which only served to make me more worried.

"Peter, what's wrong?" Jean turned to me, pulling herself up, "you've been stressing about something all day….is everything alright?"

I wanted to lie, I wanted to tell her everything was fine. But, I couldn't. I couldn't' lie to her….and I didn't want too.

"Jean," I sighed, pulling up a chair and sitting down next to her I looked up into her bright green eyes and sighed.

"Peter," Jean reached out and took my hand in hers, "you can tell me. Whatever it is...I can take it."

I smiled, "I know love...do you remember what I said about… other dimensions? Other world with versions of us that have gone through different things?"

Jean nodded, "yes, you did. What does that have to do with me?"

I sighed, "one of those worlds, in one of them….you die.."

Jean smiled, "Peter, it's the multiverse, I'm sure in some of them I die. Heck, you yourself always talk about how in some of these worlds Peter Parker is dead don't you?"

"I do but I...I don't mean just one world Jean...I mean it's happening in most of them," I squeezed her hand, "and when Hope and the others came...they told me it's going to happen to you as well."

Jean's eyes winded, "h-how?"

"It's called...the Phoenix," I whispered, "and in almost all the multiverse, you either die because of it, or die from it and I can't-I won't let that happen to you. Do you remember what happened inside my head? When we went in there to control my powers? Do you remember….do you remember what happened?"

Jean froaned as she nodded, "yes...I-I think I somehow managed to push the lightning back...did I?"

"Yes Jean, you did. You protected us and you saved us….but do you remember how?"

"I-I….were there flames?" she asked, confusion obvious on her face.

I nodded, "yes...and that's the first sign that the Phoenix is wakening inside of you. The first sign of your true potential."

Jean's eyes widened, "m-my true power?"

"In almost all the multi-verses I know, Jean Grey is either a conduit for the Phoenix, or the Phoenix herself. In some worlds the Phoenix is a cosmic force of psychic power, the avatar of life and rebirth. In others….well, in others it's less weaker, but just as deadly. And frankly, from what I understood from Hope, in our world, the Phoenix is a cosmic force as well."

"Wait, so, am I the Phoenix...is the Phoenix me? Peter, I'm confused, I don't understand," she moved, sitting properly, her legs hanging off the side of the table.

I reached out and held her hand with both of mine, "Jean, I don't know. From what I do understand is this. You are a conduit for the Phoenix, meaning you the potential to become it's host….but you aren't it just yet, you are still you...and if I have my way that's the way it's going to be. I won't let you die Jean, not on my watch."

"Peter….how long have you know?" Jean asked, looking into my eyes.

I looked back at her, "I've known since the moment we met."

Jean's eyes winded, "and you didn't think to tell me!"

"Jean, you said it yourself. Different worlds, I didn't think in this one you would become a host. I didn't….I didn't want to believe that the woman I loved could ever be taken away from me….and in denying that I...I...I'm sorry Jean, but if I had told you all of this back when we first meet...would you have believed me?"

Jean looked into my eyes and sighed, "you stupid man...of course I would have. But...how do you know all of this? When we first met, you weren't a magician yet, were you? Did you know about the multiverse even back then?"

I sighed. She had finally asked the real question. And I knew now that I couldn't tell her the truth. I sighed, "Jean, the reason I know all of this is because I !%^ !$##! Saw it !$#! ! "

Jean narrowed her eyes, "you saw it? How?"

I did a spit take. Looking up at her with eyes wide open. "What did you say?"

Jean groaned, "I said 'you saw it'. Didn't you just say that? I mean, I think you did, I couldn't really hear the rest."

My heart began skipping beats. She had heard me? She _heard_ me?! My heart began beating faster and faster in excitement. I had told her the sentence, 'it's because I saw it from several movies and tv shows'. Usually, the entire sentence would have been blurry, but this time? This time she heard it.

But how? How?! Hope heard me too, my daughter form the future did as well. I assumed it was because she was my daughter, but maybe it's more because she was Jean's daughter….which meant...the Phoenix.

Of course...because of it….Jean could hear me...the real me! I could tell her the truth, everything! There was always a part of me hidden away, that I could never share, no matter how much I wanted too and now...

"Jean," I held onto her hand, kissing it, "I...I can't tell you how...you've always known that I could never share all of myself with you girls and that I...I-"

"-Peter...what's going on?"

I sighed, "there's a side of me Jean that I want to share with you. Secrets that I would like nothing more to reveal. But I can't… I want too, but I...do you remember that Dark Tower? The one inside my mind?"

Jean nodded, "yes...I tried to scan it when I first arrived, find out why you believed it could handle the lightning, but I didn't understand."

"It's because that Tower contains the secrets I want to share with you, with all of you. But I...I can't. I'm unable too...everytime I try you don't hear me well or the words get jumbled up and you all automatically forget the conversation ever happened but now...now I can finally share them with you..."

A weight was picked off my back as I leaned forward, relief flowing through my body. I felt Jean's hand touch the back of my head as she pulled me closer to her, resting my head on her lap as she gently stroked my hair.

"Peter, whatever you can't share…, is it important?" Jean asked, "will it change the way I feel for you?"

I looked up at her, "I-I hope not..."

Jean smiled, "does it change the way you feel for me?"

"No," the word was instantaneous, not a pause felt.

"Then Peter...it doesn't matter, I love you and whatever this...power inside of me is I...I will learn to control it, to fight it."

"Jean, it can't be fought...and it can't be controlled," I whispered, "so many others have tried...and have died because of it."

"Have all those other Jean Grey's had you as a boyfriend?" she asked with a playful smirk.

I smiled, "no..."

Jean leaned down and kissed me, the feeling sent warm through my body, "then Mr. Parker, I think I'll be the first one to win. With you and Felicia by my side, I don't really think I can lose."

I smiled back, "I love you too….come on, we should probably get some shut eye. I'm sure Felicia is going to wake us up first thing tomorrow."

Jean chuckled, kicking herself off the table, "yes, she's determined when she wants something," she held my hand as we walked out of the lab, "so tell me Peter, all these other Jean Grey's you've seen, are any of them cuter than me?"

"Are you kidding? You're the hottest one of them all….although, there is this one Jean Grey with short hair who has this latex fetish, she's a close second."

Jean rolled her eyes, "of course she is. You're lucky I love you Mr., other girls would be kicking out the door for saying things like that about another woman."

"Well, technically, she's still you...I mean does it even count if it's still Jean Grey?"

"Well...I suppose it's like having a twin?"

"Huh….I guess so. Twin huh? Not a bad idea…..twins..."

Smack!

Jean hit me up the head, "don't even think about it."

"Hey! Don't read my mind."

"I didn't have too. That smile tells me all I need to know."

 **The Next Day:**

Wanda grumbled, rubbing the sand out of her eyes, "I can't believe you woke us up at 6."

Felicia chuckled as she latched onto my arm and practically skipped out of the sanctum, "don't care! Today is going to amazing! I already have it all planned out!"

"But still, 6 in the morning is far too early."

"Whatever," Felicia snorted as she turned to me and smiled, "you are going to love this, promise."

I smiled back, "if you're sure….how are we getting there again?"

"Well, we are in London so..." she turned to an entrance to the underground subway, "subway it is!"

"You know, since we are in London, we should probably call it by the local term, the tube," Jean corrected as she hanged off my other arm.

"Tube, such a stupid name," I huffed, "sounds like a water pipe. Subway is so much cooler."

Wanda rolled her eyes, "you're right, it doesn't at all sound like an sandwich place, not one bit."

We chuckled as Felicia took charge and lead us down to the station. We had our disguises up and had them fixed in place. Felicia was practically bouncing on her feet with excitement, it was the first time we were leaving the house in a month, needless to say the extroverted girl was very pleased.

"First stop is the London Eye!" Felicia smiled as the train took off. She looked out with glee, watching the station pass by.

I leaned to her and kissed her forehead, "I'm glad we could do this Kitten."

Felicia turned up to me and smiled back, "I know...this...this isn't a bad life huh?"

"What? Running for our lives and hiding underneath a magical spell?" Wanda snorted, "yes, not bad at all."

"But at least we're free," Felicia shrugged, "that's more than most people can say..."

I nodded, "you're right Kitten...it's isn't that bad a life...and I'm glad you and Jean are there with me to share it….you're fine too Wanda."

"Bite me," the witch snarled, though I detected no malice from the goth.

It took ten minutes for us to reach the Eye. We left the tube and were swarmed by people. Felicia looked almost as if she was going to faint from joy. She really was more of an outdoor cat.

"This is nice," Jean whispered as she leaned to my side, "we should do this more often, for her sake than nothing else."

"We should, yeah," I leaned to her and planted a kiss.

"Come on you three! Hurry up! We need to reserve out seats!" Felicia called as she practically flew to the back of the line for the giant river side ferris wheel.

"What's the hurry Cat? You that excited?" Wanda snorted as we joined Kitten.

"Just happy," Felicia flashed a smiled. She then held up a hand, and on her wrist were several watches and three wallets, "and wanted to scratch a certain itch."

I sighed, rubbing the bridge of my nose, "are you serious?"

"Hey, you can take the girl out of the city, but you can't keep her from being her," Felicia purred.

"You're a kleptomaniac aren't you?" Wanda rolled her eyes.

"Just a little bit, yes."

"I swear, everyday it's something," Wanda sighed, turning to Jean and me, "honestly, how do you two even deal with her?"

Jean smiled, "it helps if you're in love with her."

"Or if you also happen to be sleeping with her," I replied, "trust me, that ass is worth it."

Felicia grin almost doubled, "you bet it is."

Wanda shrugged, "I don't know, I think Peter has a better ass out of the three of you."

"Excuse me?" Felicia asked, sounding almost insulted.

Wanda shrugged, "truth Cat."

Jean hummed as she nodded, "she isn't wrong, but then again of course you would think that. You can't really appreciate the feminine booty, can you?"

Wanda raised an eyebrow in challenge, "trust me Red, I can appreciate it just fine."

"Oh, something you want to tell us Wanda?" I teased, wiggling my eyebrow, "you know, I always thought Stephene was cute kid..."

"If you even think about it, I will neuter you."

"Hey! Don't' punish us for his mistakes!" Felicia cried, "we still need him!"

Wanda snorted, "I'm sure it'll grow back. Ain't that right Peter?"

I was just about reply back to her when I heard thunder roar out in the distance. Starling everyone around me as we all looked up expecting rain, only to find clear clouds...well, as clear as the London sky could get.

"Was it supposed to be raining today?" Jean asked, frowning.

Felicia sighed, "I have a bad feeling about this."

' _Loud thunder...middle of the day….sounds like a mood lightning. Shit!_ ' Suddenly the Infinity core began to light up, glowing brighter than normal. It glowed from underneath my shirt, I managed to cover it up before another noticed, the girls however got a glance.

"Peter, are you pulling an Stark on us?" Wanda raised an eyebrow.

"Sexy, what's going on?" I asked looking down at the Mind stone.

" _Analysing...it seems the stone is reacting to something. According to my readings it's...reverberating to something with a similar energy signature._ "

I narrowed my eyes, "London...a stone in London...the Reality stone," Great, just great, Thor 2 was about to begin.

"An Infinity stone? Here? Now?" Wanda hissed, "that's just great."

"I knew it," Felicia cried out, throwing her hands into the air, "just when I thought we could have one stinking day for ourselves, something just had to come in and throw a wrench in that plan."

"We need to move, get to some place alone," Jean looked around, spotting a dark alley across the pier, "there, we need to move."

Felicia sighed, "just one day, that's all I want."

I sighed, "I'll make it up to you Kitten, I swear. But this kind of takes priority."

"I know, I know...damn my luck."

We quickly ran into the dark alley, the people passing us by without even giving us a passing glance as we all huddled inside.

"Costumes?" Jean asked.

"No, not until we know what we are dealing with," I replied, "Sexy, hack into every camera in London and the every police scanner and find reports for anything that could relate to...well, I'm guessing since we have lightning, scan for Thor."

" _Will do boss,_ " the AI as it becan it's process.

"Thor? Here?" Felicia blinked, "damn. But why?"

My eyes winded, "Jane...Sexy, hack into London's current foreign residency office and find one Jane Foster currently in the country," I hummed, "she is Thor's girlfriend. So if she's here and in danger, he'll come too...hm, also, change the parameter, maybe Thor hasn't arrived just yet. Find Dr. Foster or any of her other companions."

" _Right,_ " the AI replied as it proceeded to work quickly.

"I assume we're going to be in the thick of it the moment we reach there," Wanda said as she dropped her disguise and turned out the alley entrance. Using her powers she moved several dumpster and trash cans and barred the way in, giving us some privacy.

"We need masks," Jean said as she and Felicia dropped the illusions as well. As one all our street clothes shimmered and in their place were our costumes, "Peter you might want to change as well. No point hiding here if you announce to the world that Spider-man is in London."

I nodded, "agreed. Sexy, Dark Knight mode."

" _Understood,_ " the AI replied as I took on the costume I wore when testing Gwen.

Felicia's eyes wided, "I don't know why, but I'm very much arrounsed. Where have you been hiding that?"

"Something special. Call me Batman," I replied, my voice now disguised.

"Yes sir," Felicia saluted me.

"Can we use the same template?" Wanda asked, "we do need the mask and yours will do."

I nodded, "right, Sexy, upload the specs into their suits and make the needed adjustments."

In seconds, their costumes changed, instead of their respective uniforms the girls now stood in female versions of my own Dark Knight suit, cape and all. The only distinguishing features, aside from the feminine curves, were the colour of the bat emblem they wore. Jean had green, Felicia, white, Wanda, red and I had black.

Jean looked at her costume and whistled, "well, this is different. Never wore armour before."

Kitten lifted her cape and looked around, "Peter, did you make my costume a size smaller on purpose? Because I swear my ass looks huge in this thing."

"...no?" I replied nervously, I couldn't help it! Her ass was divine!

" _I got something!_ " Sexy called out, quickly displaying a hologram before us all, " _I just received a 999 call from one Darcy Lewis reporting a missing person, one Jane Foster._ "

"Can you get us a location?" I asked.

" _Already on it,_ " she replied, bringing up photos of the closed of shipping yard where the call came from.

"Can you jump it?" Wanda asked, leaning in to see the images.

"Only one way to find out," I closed the images and stood up.

With an image of the place in mind I took out my sling ring and quickly opened up a portal to the area in question. We jumped through immediately, the portal closing behind us. I looked around, finding several shipping containers standing up right and odd cloud patterns, even the rain fall seemed peculiar as certain parts were pourign and others were dry.

I looked around until finally spotting the God of Thunder himself, near the back where a blonde man standing at six feet and then some wearing metal and leather armour with chainmail. And in his hand was a big ass hammer.

"Thor!" I cried out, walking towards the God. Said blonde God turned away from the woman who he was talking to, Jane Foster.

He immediately grew cautious, raising his hammer warningly, "identify yourself stranger." Jean and Wanda grew cautious as well, raising their hands in warning.

"It's fine girls," I sighed, turning to him, "really? You're going to hit me again? Because I remember last time you did it you felt pretty bad."

Thor blinked in confusion, "I'm sorry, do I know you?"

I looked down at my costume and sighed, "oh, right, the costume. Figured you wouldn't recognize me, Sexy, go classic," my costume shimmered, turning back to my good old red and black suit.

Thor gasped, "Spider?! Is that truly you?!"

"Spider-man? Peter Parker?" Jane Foster asked in disbelief, "w-what are you doing here?"

"I'm here to help," I nodded, "I detected something odd going on around here and came to check it out. Jane Foster, tell me, did you touch something red and jelly looking thing?"

Jane's eyes widened, "what….how could you possibly know that?"

"I have a gift," I shrugged, turning to Thor, "we need to get it out of her, if we don't, she could die."

"Die?!" Thor roared, "what is in her?"

"The Aether," I spoke quickly, Thor's eyes widened in horror while Jane looked confused.

Jean narrowed her eyes and she connected with me telepathically, " _the Aether?_ "

" _Another name for the Reality stone,_ " I told her.

"Aether? I'm sorry, but what's the Aether?" Foster asked.

"Something very dangerous," Thor told her, turning to me, "can you help her?"

I nodded, "yes, come on, we'll be done in a giffy," I turned and took out my own sling ring forming a portal to the sanctum. The girls jumped through and turned, waiting for the rest of us.

"W-wait, I can't leave just yet," Foster cried out, "I need to take care of Darcy and the cops, they'll be asking questions."

"Not the time," I replied, "your life is in danger Jane. We can help them later, we need to help you now," I insisted, walking through the portal and waiting. Jane looked unsure, but at Thor's insistence she stepped through, surprised and in awe at the portal's feature.

Thor stepped through as well and I closed the portal, throwing my arms wide, "welcome to the London sanctum, please, make yourselves at home," I said, retracting my mask to show my real face.

"Spider, is that really you?" Thor asked in surprise, "you're much younger than I thought."

"You don't know?" Foster asked in surprise.

Thor shook his head, "no, the last time I came here to Earth was to stop Loki, and back then there wasn't much time to catch up. I'm surprised you're so…."

"Young?" I guessed with a smile.

Thor nodded, "indeed."

"I'm surprised you didn't know," Foster spoke up, "it was quite a scandal when his secret identity was revealed to everyone you know? I mean, no one though the hero who saved the world twice was just a kid."

"Twice?" Thor raised an eyebrow.

I grinned, "inter-dimensional monkeys."

"Oh...well I saved the nine realms since we last met. So if you're counting, that's nine to two," Thor smiled as he turned to the girls, who by now had also removed their helmets, revealing their faces. The God of Thunder's eyes widened in shock, "by Odin's beard! Spider, who are these fetching maidens?"

I blinked, "ah...dude, you're girlfriend is right there."

Thor turned to Jane, who looked very pissed. The God of Thunder blushed, "I-I merely meant it as a complement! Just words Jane, nothing more I swear."

Jean chukled, "he's in for it tonight. And if you must know Prince of Asgard, we are Peter's companions. Much like the warrior's three are yours."

Thor's eyes winded, "you are well versed in our stories red haired one, tell me, what is your name?"

"Jean, Jean Grey," Birdie smiled, giving a little bow. After all, Thor was technically royalty...wait a minute, if Disney owns Marvel and Thor is a prince….holy shit, Thor is a Disney prince! Damn, file that away for later pondering!

"And we aren't exactly like the Warrior's three," Wanda put in with a smirk, "unless of course you happen to be sleeping with two of the three warriors."

Jane turned to Thor who gaped, "no! I swear! I most certainly do not think off them in a manner! Wait...did you just say two?"

Felicia shrugged, "we have a weird relationship."

Jane snapped to me and the girls, "you….you are in a polyamorous relationship?"

Wanda shrugged, "not me, the other two. And while you can call it that, I personally like to think off it as Peter and his harem."

"Hey, we are not a harem! It's just three of us and we love each other very much!" Felicia argued back.

"Exactly," Jean nodded before smirking, "although the other women in his life would be considered his harem, we would be his wives.."

I sighed, rubbing my temple, they had been having this exact same argument for over a week. Dont' get me wrong, it's a dream come true to have so many women in love with you...on paper. If you actually care for them, and interact with them, then it becomes a whole nother matter when you are unable to be with them for several reasons.

It's honestly heartbreaking and an emotional rollercoaster.

"By Odin's beard," Thor whispered as he turned to me, "you my dear Spider are very fortunate. It is rare thing indeed to have such women yearn for your affection. Why even I once had such-"

Twhip!

I shot a web line into his mouth shutting him up, "maybe you should stop right there, yes?" Thor looked furious. He seemed ready to argue back before he raised the look Jane was giving him. The look which promised even the God of Thunder a world of hurt should he continue to speak in the topic he was.

He peeled the webbing off and coughed, "a-a story for another time then."

I rolled my eyes, "always lovely to see you Thor, now come, we should begin as soon as possible," I motioned to follow me as I lead them all to my lab.

Jane looked around in awe, "this is so cool...I never realised you were a scientist. How, exactly did you do that thing before?" Foster asked as I cleared out a table for examination and began levitating tools into the air, "how are you doing that now?!"

"Magic," I replied, pushing the table to the middle of the room, "get on."

"What?" Jane blinked.

"Please, let me," Jean smiled as Jane was hoisted into the air and gently placed on the table, "and he is serious, it really was magic."

"How did you do that?!" Jane asked frantically, "and magic is real?" Jane asked in surprise as Felicia helped her take off her coat and onto the table.

"In a way," I began, "it's more like the manipulation of energy fields through our brain's inner processor. Basically, the world is the Matrix and anyone who can change the code with their mind is a Sorcerer."

"And what she did, was that magic?" Jane asked, looking to Jean.

"No, she's a mutant," Wanda snorted, "much different, but kind off the same. All mutants are magic, but not all magic users are mutants."

"What?" Jane asked, stumped.

"Don't try to think about it, it just hurts, trust me," Felicia sighed.

"You're a wizard now Spider?" Thor asked in disbelief.

"A novice compared to most, but yeah," I nodded, "and please, call me Peter. Spider-man is supposed to be my secret identity but, well, things happened," I summoned several magical circles to examine Jane's internal body functions and magical aura, which was off the charts thanks to the Reality stone present inside of her.

"What happened Peter?" Thor asked with worry.

"Well, after you left one of my old enemies, a dictator named Doom came after me and nearly killed me. I gave up being Spider-man for a while before returning a few months later. And then after that he came back, revealed my identity to the world and then tried to destroy with an army from another dimension. Ever since then I've been hiding out and eventually became a user of the Mystic Arts."

I closed my eyes and focused, using Web Vision I saw the red threads of the Reality stone pouring out form within her. I hummed, "from what I can see the stone hasn't quite set in yet, we still have time to remove it."

"Stone? I thought you called it the Aether or something," Jane asked in confusion.

"Same thing, different name," I shrugged, taking out a vibraum radiation emitter and tossing it to Wanda, "hold it over her chest and don't stop."

Wanda nodded as she did so, "what do they do?"

"Should stabilize her," I replied, "and the Aether is just other name for the Reality stone, it's part of the six infinity stones."

"Jane has an Infinity stone inside of her?!" Thor asked in shock.

"Yes," I nodded, bringing forth several other instruments I knew could keep even an infinity stone in a stasis field having tested it on the Mind stone.

"I'm sorry, an infinity what?!" Jane cried out, panic setting in.

"Jean," I motioned to her. The mutant nodded as she realized what I wanted her to do.

"There there, relax, I have you," Jean whispered as she stood at Jane's top, placing her hand over her head, "you need to calm down Jane, we're only trying to help," she focused her power and immediately Jane became less nervous with Jean pushing her fears to the side.

"An infinity stone is an ingot of creation and an item of incredible power," Thor explained as he held Jane's hand in his, squeezing tightly, reassuring her, "Peter, how did you come to know off them?"

"Well for one, I am currently in possession of one," I tapped my Infinity core and revealed the glowing yellow stone inside, "and I'm going to use this to take the Aether out of Jane."

"How did you get that stone?!" Thor asked.

"Thor, buddy, I promise, I'll answer all your questions as soon as I can, but right now, we need to help Jane, got it?" the god still looked worried, but nodded and kept silent. "Great. Now hold her hand and don't let go."

Thor nodded as he stepped around and held Jane's hand in his. She smiled, "don't let go this time."

Thor smiled sadly, "I won't...promise,"

"Felicia, her legs?"

Kitten nodded, "right. I got them," she pinned Jane to the table giving me a nod.

"Great, then let's get started," I looked over to my operating tray and picked up a scale which glowed bright white, "Jane, this might sting."

"Ah, alright," she gulped, watching as I carefully pulled up her shirt, just high enough that I gained access to her side. I honestly don't want it to even _seem_ like I was trying to cop a feel with her boyfriend, the _god of thunder_ standing right besides me. I carefully pressed the scalpel against her skin, cutting not into her skin, but into her life essence.

Jane winced, "what was that?"

"A friend of my can create weapons like this," I explained pointing to the energy scalpel I had Tandy make for me, "I had her create a few for me just in case. This scalpel doesn't hurt your physical form, but your aura. Even if I stabbed you in the heart, you wouldn't die."

"But why?" Foster asked.

I smirked, placing the scalpel aside, "can't let the scientist in you rest huh doc?"

Jane blushed, "yeah well, I would like to know what you're doing to me is all."

I smirked, "can't blame you...the Reality stone is unlike any other stone, well I suppose in a way each stone is uniquely different. But the Aether you see, it infects its host, like a virus, and grows within them. And if the host is normal, like you or me, they die. But if they are stronger, like say a God, they might survive, or in some cases, gain the Aether's power."

Jane's eyes winded, "so...it's burning me up from the inside?"

"Yeah...in a way. Alright, the vibranium should have nullified the Aether to a manageable degree," I hummed, scanning Jane once more, "the radiation they gave out reduced to intensity of the Aether...alright, here goes nothing."

I moved to Jane's side, where my costume slowly formed a thick gauntlet around my right hand. I pushed my fingers into the cut into her life force and saw the red energy of the Reality stone just underneath the surface. I held up the gauntlet and slowly reached in, using the sharp claw like edge of the digits to dig into Jane's life Force, and grab the Aether.

"Ergh!" Jane hissed.

"Hold her down Thor," I wanted.

"I am," the God grunted as he held both of Jane's arms, "it's almost done Jane, just hold on."

"How is someone so small so strong?!" Felicia cried out as she held Jane's feet down.

Jean began to sweat, "hurry up Peter, I can't hold on for long."

"Alright, here we go," I pulled, stray waves of the Aether's energy came pouring out, trying to attack me, but quickly absorbed by the gauntlet. Jane grunted in pain but I kept going, getting a good grip on the jelly like substance.

"Wanda, adjust the vibranium fields, push the Aether out to the side," I ordered.

"Got it," Wanda nodded as she moved the radiation fields, pushing the Aether out of Jane's body like toothpaste out of a tube. I pulled it out slowly, Jane's grunts of pain slowly reducing as more and more of the Aether came out.

"Thor," I called out, the God rushing to my side. I pointed at the Vibranium lock box on my table, "grab that."

"Right," he quickly plucked the now empty box and placed it in my hands.

I pulled the Aether wholey out of Jane's body, the woman screaming in pain, "ARGH!" With that scream she sighed, relief washing over her body.

"What now?" Thor asked as he and I looked at the lock box slowly rattle, heating up.

"We wait," I replied, "it should hold it...after all it's designed to hold an infinity stone...though not quite like this..."

Jane gasped, "I really hope that's not what giving birth feels like, because I seriously don't want kids."

I chuckled, "really? No demigods running around anytime soon?"

"What?" Jane blushed, "no!"

Thor smiled, "of course not," he turned to me, now more serious, "Peter, you seem to know a lot about this stone, is there anything you can tell me?"

I nodded, "yeah...look out for Dark Elves," I dismissed my gauntlet and picked up the now quiet lock box, placing it in the status field I had devised for the Mind stone.

"Dark Elves? But they are all extinct," Thor argued.

"I would think not," I humned, "I'm sure by now they would have realised the Aether is active and if even a single member of their race is alive, they will be coming for it."

"Why?" Thor asked.

"The Convergence," I replied.

Thor's eyes widened, "of course...it will happen soon won't it?"

"I'm sorry, the what?" Jane asked, confused.

Thor quickly explained, "it's where all nine realms align together. The realms orbit much like your planets do around the sun. And every five thousand years they align, that is the Convergence."

"And the last time the Convergence happened, the Dark Elves tried to destroy all nine realms," I sighed.

"Do we know it's actually happening though?" Jane asked, "do you guys up there in Asgard keep track of these things?"

"No, but there are signs," Thor explained, "like for example the laws of psychics stop making sense."

"Check," Felicia snorted.

"Like what we saw in the shipping yard," Jane spoke up, getting up, holding her side.

I nodded, "exactly...how are you feeling?"

"Better," she nodded, turning to the lock box, "is it safe?"

"Yes...well, unless my children form the future come to steal it or something."

Thor chuckled, I shot him a look. He blinked, "that wasn't a joke was it."

Jean, Felicia, Wanda and I all shake our heads slowly.

"We need to get this stone somewhere safe," I told Thor, "somewhere the Dark Elves won't find it. Me personally, I would vote for a black hole."

"No, we cannot do that," Thor replied, "an Infinity stone is too powerful to destroy….I shall take it to Asgard, keep it safe."

"Isn't the Space stone already there?"

"I'm sorry, there's a Space stone?" Jane asked in disbelief.

"The thing Loki wanted from New York," Wanda supplied.

I nodded, "anyway, it's not a good idea to have more than one stone at a place, which is why I don't want to keep it. I'm already keeping the Mind stone with me."

Thor hummned, "I think I know a man, he's a collector of sorts and-"

"-No," I snapped.

"But you didn't let me finish!"

"I know what you were going to suggest and no. Only a fool will trust that man with anything worth having. He would kill his own brother if it meant adding to his stupid collection. He's a monster Thor, I refuse to leave it with him."

"How do you know of the Collector?" Thor asked in surprise.

I sighed, "let's just say I have my ways."

"Then...I suppose it would be best if we consult my father Odin about this matter," Thor surmised, "he will know what to do."

I hummed, "that is dangerous as well. If it's there the Dark Elves will be able to track it...but the lock box does block out almost all energy signatures, so it should be fine...but I suggest you warn them either way for an incoming assault."

Thor nodded, "agreed. Jane," he walked past me and knelt before the woman, "I'm sorry...but I have to go again."

"What!? But you just came back!"

"And I don't' want to go but...I have to keep you safe. And that means keeping you away from the stone."

"Why not just bring her with us?" Felicia spoke up, drawing all eyes to her. Kitten shrugged, "I mean, if you're worried about her safety, isn't a place filled with the greatest warriors in the universe kind of the best place?"

Thor groaned, turning to me, "will continued exposure to the stone harm her?"

I shook my head, "as long as it's in that box, no. I highly doubt she's it's perfect host. It honestly acts more than a wild animal than something with a plan, so I doubt it will target her specifically."

"Great, it's decided, she can come with us," Wanda put in, raising an eyebrow, "kind of stupid not to take her with us you know."

"Us?" Thor looked confused.

"She means us, we are all coming with," Jean narrowed her eyes.

Thor shook his head, "no, it would be very dangerous if you did."

"It's better we come with you there than risk a war here," Jean put in, "at the very least on Asgard you can protect yourselves from an invasion, here however..."

"We are all coming," I nodded, "can the Bifrost handle it?"

Thor grinned, "the Bifrost can handle teleporting entire armies, I'm sure it can manage. Are you sure Spider? Once you come, you will be announcing yourself and your companions' existence to the universe. I may not have my brother's tact and political savviness, but even I am aware how big a target that would paint on your backs."

I sighed, "the worlds in danger, what do you expect us to do? Not fight back?'

Felicia smirked, "with great power-"

"-Comes great responsibility," finished the girls and I. I chuckled, rolling my eyes, guess I did say that a lot huh.

Thor nodded, "wise words. Very well, we need to get out of here, does the building have an open roof?"

"Follow me," I nodded as I took the lead, guiding everyone to the library where we popped the giant skylight open and climbed up onto the slanting roof tiles. Thor helped Jane up as we all gathered to the middle of the roof.

I looked around and noticed how empty the neighborhood looked, but then again it was the middle of the day. Normal people would be still at work at this time of day.

Thor stood in the middle of the road and turned to us, "you should all probably stay close." We nodded, huddling up closer around the God as he raised his hammer into the sky, "Hymdall!" he roared as suddenly we were doused with a waterfall of light.

"WOAH!" I cried out in shock as I immediately grabbed Felicia and Jean with both hands and pulled Wanda with a webline. The girls held on close, like Jane did for Thor as we took off into space, flowing through the bifrost into what looked like a wormhole.

For a moment everything was black, before we were once more in a sea of stars. We came rushing through and suddenly the moment died, dropping up off in the middle of a room with golden dome. And present in the middle with a sword embedded into a stone pillar, was Heimdall himself.

The girls and I landed properly enough, somehow landing on our feet. I painted, looking at them, sighing in relief when I realised we were all here in one piece.

"Welcome to Asgard," the man said, looking at me with his eerie orange eyes. If I didn't know for a fact the Soul stone was elsewhere, he would have been my first guess.

I looked around, taking the place in, "this is kind of cool."

"Damn right," Wanda said as she telepathically ripped off my webbing off her body, "next time, less webbing."

"Sorry."

"Is...all of this real gold?" Felicia asked, looking around in awe. Her kleptomaniac side peeking out just a little as her eyes practically sparkled at the golden dome above us.

"Indeed it is, Ms. Hardy," Heimdall spoke up, "and might I remind you that Asgard does not take kindly to thieves. So please have care while you are here."

Felicia smirked, "so basically, don't get caught right?" From the look Heimdall was giving, the man was this close from opening another portal, this time with Hel at the other end.

"Come," Thor insisted, "we hasn't a moment to waste." he motioned us forward as we came out of the building and stepped onto a crystal platform with a stream of colours rushing across. The bridge stretched out as far as I could see, and before me was a golden city I only remembered in movies.

But now, it was real, it was there, right before me. A massive city that seemed to made of gold and precious metal, with buildings that either all seemed to be skyscrapers or a mansion fit for a king.

"It's….it's-"

"-beautiful," Jean whispered.

Thor smiled, "I know...come, we have much to do, I'll summon a boat for us" he said motioning for one of those flying boats to come down.

The boat was magnificent with wings present on the sides that reflected like tiny rainbows. Jane was in awe as she stepped on board, "how does it float? Does it use a repulsion technology like Stark's?"

I groaned, "no..it honestly looks like it uses magic to manipulate air particles to harden below it, acting similar to a liquid surface underneath its wings. The wings themselves seem to be some sort of emitter."

"So they emit a low riding frequency?" Jane hypothesised.

"Similar to how sound can be used in high frequency to shatter glass?"

"But could the opposite be possible?"

"I've seen hard light constructs being formed, holograms that have interacted with the real world in varying degrees, why not the same for sound? It's much more believable with the way vibrations work."

"You have seen hard light constructs? Fascinating."

"Is he always like this?" Thor leaned towards Jean and whispered.

Jean chuckled back, "believe it or not, today he's much more aware of his surroundings."

"Oye nerds!" Wanda called out, snapping Jane and I out of our trance, "you two can geek out about boats latter, we're burning daylight and from what I can tell we have an immortal previously extinct army on our ass, so can we hurry it up"

"Right, sorry," I replied as my costume shimmered, forming my jetpack. I activated my boosters, blasting off into the sky, "I'll fly, no offence, but the boat kind of looks slow."

Thor laughed, "you are full of surprises today Spider! I love it!" he spun Mjolner and took into the sky. He shot off like a bullet from a gun as I did my very best to follow behind him.

"Men," Felicia sighed as the women tried to catch up with us in their boat, tried being the key word.

I cried out in joy as I raced the God into the city. Laughing at the feeling of the wind rushing past me. It honestly felt amazing, Asgard was one of a kind, it was honestly amazing.

* * *

 **Please note: due to real life events, I may be forced to reduce the number of chapters released every other week-end to one instead of the normal 2. This may not be the case, but I figured I should warn you all. Also, I will be increaseing the number of words per chapter if I do end up releasing only one chapter, from 6,000 to somewhere around 10,000.**

 **Also, does anyone have any decent ideas for planets to visit in space? I'm planning on Peter visiting other worlds for...reasons. Anyway, if you do have any suggestions I would love to hear them, so please, leave them in the review and I might use them if I can make it fix into the plot somehow. Or for fun.**


	69. Meeting Gandalf the Gold

We landed before the largest building in the center of the city. It was a giant golden palace, honestly it was so….tacky. I half expected a couple of Nazis to show up and start looting the place.

Thor landed at the gates of the palace and helped the girls off the boat. We gathered ourselves and walked behind the prince of Asgard as he proceeded to walk ahead at a brisk pace. We followed carefully, I looked around and observed the many many armored gold plated guards with spears and shields walking around.

As we walked by more than a few of them shot us a look, before realising Thor himself was escorting me, to which they simply bowed and kept going. Huh, cool.

"So much gold," Felicia said, she looked she was going to die from blood pressure as she gazed at the gold around her.

"Kitten," Jean wanted.

"Yeah, yeah, I know, paws to myself," Felicia huffed.

"You ah...you guys sure do love gold huh?" I noted as we walked up a flight of stairs towards a large seat of royal doors with various animals and runes inscribed into the metal frame.

"Yes well, it's part of our legacy," Thor noted, "my father was a fierce warrior and governs the nine realms justly, as such he gains tributes from our many allies."

Wanda scoffed, "still, this is an ungodly amount of the stuff. And I highly doubt they just gave it to him."

"What are you saying?" Thor asked as he pushed the might doors open to the gigantic hangar sized throne room on the other side.

"That Asgard is known as the real of warriors for a reason," I quickly defended Wanda, flashes of the vision my future self gave me went through my head. Ragnarok, Hela, the destruction of Asgard...the truth to all this gold, a long bloody past.

Thor said nothing in response as we walked into the large room. Several columns lined the sides and several soldiers there, present and on guard. And straight ahead of us was a large old man with a golden eyepatch and a golden spear.

The throne was in the shape of a giant 'U' with a raven on either ends. The King, Odin, sat comfortably on the throne, leaving back with narrowed eyes as he inspected both Thor and I. To his right, sitting in a small throne was an older woman I knew to be Frigga, the Queen smiled, though I could tell that she too was curious.

"Father," Thor stopped before the throne and bowed, something we all mirrored. Though Wanda gave a shallow one compared to the rest.

"It seems my words fall on deaf ears," the King of Asgard grumbled, "did I not tell you that your interest in that realm places Midgard above all the others? Why did you return there Thor? What good did it do?"

"Father, Heimdall's vision was blocked," Thor began, gaining the King's and Queen's attention, "he lost sight of Jane Foster of Earth, and when she returned, she had within her the Aether."

Odin one eye widened, "impossible, the aether was destroyed."

"You can't destroy an infinity stone," I shot back, "not without another infinity stone."

Odin raised an eyebrow, "and who is this mortal you bring before me Thor?"

"This is Peter father, an Avenger, one of my teammates back on Earth," Thor explained, sending me a look to keep silent.

Odin hummed, turning his eye to the others finally, "and these...women?"

Did that bastard seriously….oh who cares, he's going to die in a few years anyway.

Thor nodded, "yes father, this is Jane," he smiled as he introduced Foster to his parents. And Jane looked like she had just met God...which I suppose she had.

" _Meeting the parents must be taught,_ " Jean told me telepathically. I stuffed a chuckle as I shot a playful glare.

Jane bowed, "i-it's nice to meet you." Odin dismissed her and turned to the others.

"These are Peter's companion's father," Thor nodded, "the red haired one is called Jean I believe and the raven haired is...ah..."

"Wanda, Wanda Maximoff," Wanda supplied, rolling her eyes.

"Yes, of course. Apologizes. And the silver haired one is called Kitten," Thor said proudly. Odin looked startled as he stared at Felicia while his wife giddled behind her hand.

"My dear, surely that isn't your name?" Freya promoted with a smile.

"N-no," Felicia chuckled, "it's a nickname. My real name's Felicia."

"Ah, yes, thought so," Thor nodded, "that's what I meant."

Odin snorted, "very well. Tell me humans, do you know who I am?" he asked, leaving his one eye at me.

"You are Odin, father of Thor, King of Asgard," I smirked, "the eyepatch and giant throne gave it away."

"We are so going to get kicked out of heaven," Jean sighed to herself, recognizing the smirk I gave.

"Then you would be wise enough to keep your mouth shut mortal," Odin hissed, "you have as much right to be here as a goat in a banquet."

I glared, "listen here you-"

"-Spider!" Thor snapped, "stop." I grumbled, but sighed, nodding and stepping back, Thor turned to his father, "what he says is true father, the Aether is here, it was inside of Jane, through great effort though, we managed to extract it out of her and contain it in this," Thor took the vibranium lock box.

Odin and Frigga got off their thrones and walked forward. Odin plucked the box out of Thor's hands and looked it over, "I sense nothing from it. You have brought me a rock boy."

"That's the point," I replied, gaining the Asgardians' attention, "it's built to block the energy signatures of an infinity stone."

"Oh really? Care to demonstrate?" Odin tossed box over and I caught it effortlessly.

"That would be a bad idea," I replied, holding the box up, "right now the energy inside in contained, if I open it, the Dark Elves might be able to track it here."

"The Dark Elves are all dead boy," Odin hissed, "and while you are here, my word is law, so do as your told."

I glared at the man, "with all due respect your majesty, a few years ago, Asgard was a legend to my people, we didn't know you were all still alive."

"And that is the difference between Midgard and Asgard, we are far above you mortal, now, the box," Odin glared, his fury growing.

"Peter," Thor urged, "show him."

I sighed and nodded. I first pressed my thumb on the cube, channeled my magic into it and spoke the password, "#!$~#$!~", and immediately the box clicked open, just a crack, big enough for the jelly like substance inside to shine an aura of blood red out, bathing everyone in the room.

Jane freaked out, moving back several steps and Thor stood protectively before her, hammer in hand. I then immediately snapped the box shut, tossing it to Odin who caught it with a look of awe and shock, "i-impossible. It should be destroyed."

"And yet, you hold it in your hands," Thor replied, "father, we must keep it safe, if not from the Dark Elves then at least from the hands of others."

"The Elves are dead!" Odin snapped at Thor, Frigga immediately held onto her husband's arm, the King instantly became calmer, "but...you are right," he turned to me, "you, boy, you seem to be competent enough, your technology has done something impressive indeed, can your world's leaders protect the stone?"

"The last time an Infinity stone came to Earth, Loki brought war on us in an effort to take it," I snorted, Frigga sighing at the mention of her son, "and Earth already has two stones, giving it a third to protect will make it a target, well, more than it already is."

"Two?" Odin's eye winded.

I nodded, "yes, two..." I kept quite, not mentioning the one I was carrying, and considering Thor's look of understanding I guess he approved.

"Very well," Odin snorted, he turned it Thor passing the lock box to him, "you brought this to our doors, do you have an answer?"

"I do...but in hindsight I realise my suggestion isn't a very good one," Thor humans, "perhaps we can hold the stone until the Convergence is over, and after that, we can decide to do with the stone what we will."

"The Convergence," Odin snorted, "you take the old stories I said to you with far much more worth than they have any right to be my son. The Dark Elves are gone, and they are not coming back, you are afraid of nothing."

Thor sighed, bowing, "if you say so...All-Father."

I glared, I was pissed, royally pissed. Here was sign of an incoming threat, but he chooses to ignore it? Seriously?! Fuckng hell!

Thor turned around and we walked away. I shot the King one last glare before we left the throne, from the glare he sent back, well, I would guess he dislikes me as much as I him. But as the doors shut behind us, I noticed his eye turn away from me and linger behind Jean's. For a second, I saw it soften.

My brain began to spin, what was that? Why did Odin, hatter of man, horrible father of the century and reformed warlord have such a look? Why did he care about Jean? Why would he? What….this makes no sense.

It wasn't love I saw in his eyes, it was...pity? Nostalgia? Something, not love, that's for sure. As I thought, Thor guided us across the castle grounds and spoke, "come, we haven't much time to prepare ourselves for the Elves."

"How? Your dad doesn't believe us," Jane snorted.

"Aye, but I believe," Thor smirked, "and I meant what I said, as long as I'm alive, I'll fight till my last breath until Midgard is safe. Don't worry Jane, while the whole of Asgard may not be on your side, I am."

Wanda snorted, "nice of you to offer tall, dark and sexy, but I think we need more than you and your beefcake abs to stop an army." Jane shot her a glare, oh, looks like Natalie Portman got some competition.

Thor blushed, "ahl-lucky for us, I do have companions who can help. Come, follow me," he said, guiding us through the castle until we reached what looked to be courtyard training grounds for soldiers.

Thor motioned over to the courtyard where the soldier were being trained. And there, in the middle of the yard, was a woman in red and silver armour, with a sword and shield, fighting off three men at once.

I was amazed at the way she moved, her sword flashing by, knocking a soldier back and knocking another's helmet off. In five seconds her last opponent fell, her blade leveled at his throat.

"Sif," I noted.

"That's right! Lady Sif, how did you know that?" Thor asked curiously.

"We have stories about all you Asgardians on Earth," I replied, "you, Sif and the three others...I can't seem to recall their names at the moment though."

"Well, I assure you Midgard's legends of our abilities have been greatly undernoted," Thor motioned over to Sif who nodded and came forward, "I'm sure much of them aren't accurate at the least."

"I would think so, considering according to our legend's, you and Sif are supposed to be married," I smirked, watching Thor's eyes go wide as he looked utterly taken back.

"What?!" Jane cried out, smacking Thor in the arm, "you're married?!"

"N-no! I swear to you Jane, I am not!" Thor stammered out.

Jean chuckled, "like he said, the stories we have of the Asgardians on Earth are fairly wrong. They probably assumed you two were married due to you two being shield brother and sister."

"Yes! Yes exactly!" Thor cried out.

Wanda sighed, "another love triangle? Of God, kill me now."

"My Prince," Sif nodded as she approached us, she noticed Thor's look of confusion and then Jane, "are you alright? Who are these mortals? I don't seem to recognize them."

"I-ah, yes, thank you," the god smiled before immediately stopping himself, he cleared his throat, "Lady Sif, I wish to introduce you to my friends on Midgard. This is Jane."

The short woman glared at the warrior before her, "hey."

"So you are the famous Jane Foster," Sif said as she looked Jane up and down, "Thor speaks highly of you."

"Right, same here," Jane replied, the glare between those two could practically cut steel.

Thor gulped, "the others are Jean," Jean waved, "Fe-Felicia?" Kitten nodded her head, "and Wanda. They are companions to my alley back on Earth, Peter, he calls himself Spider-man."

"Spider-man?" Sif raised an eyebrow in amusement, "curious title. Most wouldn't wish to name themselves after a bug."

"My enemies tend to underestimate me, and my age, which is why they lose," I chuckled as I ordered my costume to remove my mask, revealing my face to the woman. I bowed, "it's a pleasure to met you Sif, my people have heard a lot about you."

"You're a child," Sif said, blinking in shock as she turned to Thor, "Thor, he looks like he's a milk drinker, let alone a warrior."

"I assure you, Peter is more than qualified," Thor chuckled as he patted my back, his big beef hands sending shockwaves through my slightly smaller frame. Damn that fucking hurts!

"I highly doubt that," Sif groaned, "boy, tell me, how many battles have you fought?"

"I don't know, how many times have you saved the city Peter?" Felicia stepped in, obviously annoyed by the way Sif spoke to me.

"There was that time we saved the president," Jean chipped in.

"And destroyed HYDRA," Wanda snorted.

I blinked, "ah...I honestly lost count," I replied with a shrug.

Sif scoffed, "a true warrior would remember...very well, how many enemies have you slain?"

Felicia turned to Thor, "does the Chitauri count?"

The God nodded, "very much."

I turned to Sif, "a lot."

Sif sighed, turning to Thor and raising an eyebrow, "you expect me to believe he's a warrior?"

"I assure you, he is," Thor nodded.

"If you want you could test me," I shrugged, looking around at the small crowd we began to gather, "one on one? Anything goes?"

Sif snorted, "really? I have been fighting for over thousand years boy, do you honestly believe you can best me in a duel?"

"How about this, if you win, I'll give you….oh, I know," I reached into my bag of infinite storage and pulled out a smaller one the size of a handbag, a newer model I had made for short trips to not draw so much attention, "I'll give you this."

"A bag?" Sif blinked.

"Not just any bag," I smirked, opening it up and snapping my fingers, telepathically summoning a sword out of the hands of the many onlooking soldiers around us, "a bag of infinite storage," I grabbed the sword and held the bag afar, slowly inserting said blade into the bag until finally it fully vanished.

"How come I didn't get one of those?" Felicia froaned.

I shrugged, "just finished making it a few nights ago. Besides I brought it with us so that we didn't have to carry too much stuff."

Felicia grumbled, "fine….you're making me one later."

"Yes dear."

"Incredible," Sif muttered as her eyes grew to three times their size, "very well, but what if you win?"

"Then, I want you to teach me how to wield a blade," I replied, the memory of the Ebony Blade In mind when I made the request, "I saw you move, it was very impressive. So, we have a deal?"

Sif waited for a moment before speaking, "if you don't know how to wield a blade, how do you plan on defeating me?'

"I have other tricks up my sleeve," I reached into the bag, pulled out the sword and tossed it to its original owner, "as you can see."

Sif turned to Thor who was grinning like a cat. She sighed and nodded, "very well, you have yourself a wager Spider. Come, let us get this over with quickly."

I nodded as I followed behind her. Immediately the gathered crowd moved away, standing on the outskirts of the courtyard, serving as a ring of sort. Thor and the others stood far away, cheering us on happily, "give us a good match!"

"Do your best hun!" Jean cheered.

"Kick his ass!" Wanda cried. The others turned to her with looks of disbelief. The girl shrugged, "what? He has a bit of an ego."

Sif and I stood twenty feet apart, she glared her eyes and looked at me, her sword and shield out, "last chance to back away Spider, I don't enjoy hurting children, warriors though they may be."

I snorted, my costume covering my head, "oh please, can you sound even more stereotypical? What's next? Going to scream out, 'this isn't even my full power'?"

Sif growled and charged. I grinned, people were so easy to piss off. I waited until she was close before I jumped, leaping over her and landing on the other side. She twirled, her blade came swinging as I leaned back under the swipe.

I sprained my feet forward, a kick contacted Sif's shield head on. She was pushed back an inch before she pushed back, and I was sent flying into the air.

I quickly gained control and spun, landing on my feet near the edge of the courtyard, panting, "right, she's Asgardian, almost forgot."

"Hell yeah! Twenty on the badass warrior goddess!" Wanda cried out.

"Shut up Wanda!" Felicia yelled back.

Sif smirked, "you're reflexes are fast Spider, but you lack the skill. And a weapon."

"Oh I have a weapon my Lady, but if I use it, it would just be unfair," I smirked, "hell, right now, I'm holding back a lot, you wouldn't last long if I took you seriously."

"Ha! Fine then, go on! I am curious to see you at your finest!" Sif sirked, joy dancing through her eyes at the exclamation of a battle.

"Well, you asked for it," I charged, head on. She rolled her eyes and came at me. She jumped, bringing down her blade on top of me. I threw my hands up and released my stingers.

SKIT!

CLACK!

Sif's blade was embedded between my claws. Sif's eyes widened in shock as I flexed my muscles and ripped my arms appart, causing the metal blade to snap in half, sparks flying through the air.

CRACK!

"Yeah! Kick her ass!" Jane Foster cried out, "come on Parker! Show her what a human can do!"

Thor gulped, "Jane-" a look from her shut the god up.

Sif jump back, just as my kick was about to connect with her side. I leaped forward, pushing the advantage as I swiped my stingers at her repeatedly. She was forced backwards, her eyes darting to the sword rack to her left.

"ERGH!" she roared, smashing her shield forward and knocking my head back. I paused for a second, and she dived away, grabbing and drawing a sword from the rack and turning to face me.

"Crimson Bands of Cyttorak! I command you! Bind my opponent!" I summoned the powerful energy constructs and threw them out as Sif.

The warrior grunted as she swiped at the band's, her blade immediately wrapped around them and immobilized.

I pulled, the blade flew from Sif's hands. I dismissed the bands and rushed to her, tackling her to the ground and climbing on top, leveling my stingers against her neck, "I win."

She painted, her eyes open in wide disbelief, "h-how?"

"I'm not much of a warrior, but I am a fighter," I pulled my stingers back and dismissed them, "you were blind as to my powers, I used that to surprise you, repeatedly."

"Those claws, how?" she asked as I offered an arm up.

"Long story short, they were a gift," I smiled, pulling her to her feet.

"That was wonderful!" Thor cheered as he approached, a big smile on his face. The girls came right behind him, Wanda passing Jean a twenty dollar note. Ha, take that Maximoff.

"I must say Spider you have truly changed since we last spoke! That suit of yours is truly amazing, Stark must be very jealous right now!" Thor nodded as he scanned my suit with a warrior's gaze.

I revealed my face and smirked, "oh you bet he is. Almost blew a fuse when I showed it to him."

"Your suit, armour, did it provide the claws?" Sif asked, still fixated on them.

"Ah, no, no that's all me," I ordered the claws to retract and reveal my bare hands, out of which the stingers came out, a hint of blue in the steel drawing many eyes.

"What is it?" Sif whispered, "it broke my blade...shattered it even."

"Right...sorry about that," I gulped, "ah...well, this is a metal called proto-adamantium. It's supposed to be...well, almost indestructible."

"Nothing is unbreakable," Thor scoffed.

"I said almost didn't I?" I raised an eyebrow.

"Where did you get such a metal?" Sif asked.

"There this world called the Negative Zone, it had a pantheon of dangerous and powerful material," I explained, "it was….a painful process to say the least."

Sif nodded as she traced a finger across the blade, a small cut coming out, her blood dripped down. She looked at the wound in shock, "it's very sharp."

I looked to the blood, Asgardian blood. The blood of the Gods….if I'm going to do this, then I shouldn't settle from someone like Sif...no, Thor...I'll ask him….maybe later.

I withdrew my stingers and turned to Sif, "so, lessons?"

Sif snorted, licking her wound clean, "I suppose a deal is a deal," she held out a hand and immediately a soldier threw her a blade, "I will give you one lesson today, and not more. For I cannot just teach an outsider all our techniques. For that, you would have to be given special permission from the King himself."

"And seeing as he and I aren't exactly best friends," I grumbled,

Sif looked confused but shook her head, "why am I not surprised. What did you do?"

"I-"

"-That really isn't important," Thor cut in quickly, "Spider, if you are serious about this, then I suppose you might as well make do with a proper weapon."

"Ah, actually-"

"-Yes, yes, I know, you have your tiny little claws, but tell me, are they really that useful?" Thor snorted as he took a sword from the rack and presented it to me, "I still remember that I owe you a weapon for your sixteenth birthday, and a promise is a promise, here, a fine weapon for anyone joining the Asgardian army."

I took the blade and raised an eyebrow, "thanks...I think?"

"Don't look so disappointed," If snorted, "did you expect some weapon akin to Mjolner? No. All Asgardians will get a weapon, a fine blade like that will do just fine, I assure you."

"Actually, I was just about to tell you both I already have a weapon," I held the Asgardian steel blade with my left hand as my right reached behind my back, and into the bag of storage. Almost as if it heard my call I felt the hilt of the Ebony blade attach itself to my palm.

I drew the sword, it's dark blade causing my eyes to follow it.

"W-what is that?" Sif asked in shock.

"It's called the Ebony blade," I twirled around, "a weapon crafted by a mage back on earth from a fallen star. I don't know much about it, other than the legends. A warrior named Percy wielded it, and with it he was said to be unbeatable."

"May I?" Thor asked, motioning to the blade. I gave it to him without hesitation, letting the God of Thunder examine the weapon.

His eyes narrowed, "by the All-Father's beard, it's Uru!"

My eyes winded, "say what now?"

"It has to be, I've held Mjolnir long enough to recognize the look and feel of the metal," Thor insisted as Sif and I approached his side.

Sif from, "Thor are you saying this weapon was dwarf made?"

"No, it cannot be," Thor shook his head, "the dwarfs would never allow such a weapon like this to go to the hands of any mortal. No offence Peter."

I held up a hand, "none taken, I know the limitations of man, trust me."

Thor nodded, "but there is no question in my mind, this blade is made of Uru, and what more, it seems to be...powerful, I cannot tell the enchantments placed in it though."

"Perhaps the dwarves will know?" Sif suggested, "either way, they must be informed of such a weapon, they would be most angered if we don't return it to them."

"Hold up one second," I raised my hand and called the sword, instantly the blade flew out of Thor's hands and into mine, "you won't' be returning anything, this blade was forged and made on Midgard, the dwarfs have no say in this matter, regardless on what the blade is made off."

Thor groaned, but didn't seem to object, while Sif just looked surprised, "how did you do that? How did you summon the blade?"

"One of the magical properties of the blade is that it will return to the owner when called," I explained, putting it back in my backpack, "and as it so happens, I am it's owner."

"But the dwarfs," Sif turned ot Thor, "they need to be informed, such a weapon..."

Thor nodded, "yes," I narrowed my eyes, "but, if that blade is anything like my hammer, then it's loyalty is only to it's master, who we can clearly see is Peter...this is a difficult choice."

I snorted, "get used to it Point Break, you're going to be king on day, tough choices are sort of a default feature."

Thor snorted, "I know...very well, I'll speak to Heimdall aboot this, the man has a very good relation with the king of the dwarfs, he'll give the appropriate advice, until then he's all yours," he turned to Jane, "I would like it if we had the healers here on Asgard check you over. It's not that I don't trust Spider's abilities, but it would put my mind at ease if we had a second opinion."

Jane nodded, "sure, no problem."

"What about us?" Wanda asked, "because I would so like a tour of this place, it's not every day you get to visit an alien world."

Thor smiled, "I'll arrange something, come along."

"Take care you guys," I waved, "if you need anything, call."

"We'll see you soon Peter," Jean wished.

"Try not to make any women fall in love with you while we're gone!" Felicia replied back. I sighed, never change Kitten, never change.

"Well...that was different," Sif said as we watched Thor and the girls get on a flying boat and take off into the sky. She then turned to me, "use an Asgardian blade for now, we'll deal with the Uru weapon you possess later."

I nodded slowly and followed her to the training yard. I held up the spare blade Thor had given me and the moment I did she began her attack.

It took her twenty seconds to knock me on my back, "like I said," she smirked, standing over me with her blade against my throat, "your swordsmanship is piss poor. I have much to teach you...and admittedly not a lot of time to do so. Get on your feet Spider, let us see just how worthy of a warrior you are."

I grinned, "you asked for it!"

 **A few hours later:**

I was on my back panting, Sif looked down with a grin, "you lasted longer that I expected."

"F-fuck you," I gasped as I felt my body slowly adapt to the strain I put into it, healing me of my weakness, but leaving me lack of energy, "I don't think I can move a single muscle in my body."

"Too tired?"

"Too hungry," I groaned, "oh fuck, Sif, I swear, no one has ever pushed me that far, no one could ever push me this far. Every time you came down it's like I was carrying a mountain on my shoulder."

"The strength of an Asgardian shouldn't be taken lightly, though I have to say for a boy from midgard your own strength is nothing to laugh at."

"Thanks, super strength is a nice plus...I'm hungry," I groaned.

"Then when you have recovered enough to walk, you can join Thor and I in the mead hall," she instructed as she put her blade away, "and with this, your one and only lesson with me is complete. I hope it was worth it."

She nodded at me and left, leaving me drenched in my own sweat and laying on my back in the middle of the training yard.

I painted and looked up at the slowly turning night sky above. I recognized none of the constellations slowly coming out, but I recognized their beauty. I was so entrapped by them I didn't realise I wasn't alone in the training field.

"Beautiful aren't they?" I turned to see Frigga smile down at me.

"All-mother," I nodded, "I would stand and then bow, but ah...I can't."

"I'm well aware of the limitations of the mortal body, worry not. Though to be honest, you have far exceed the expectations placed on you, I doubt If thought you would last as long as you did," the Queen smiled.

I nodded, "thanks….you should tell him," I turned to the stars.

"Tell?" Friga groaned, "tell who what?"

"Thor, you should tell him the truth….about his sister Hela, the goddess of death," I said bluntly, stunning the goddess before me.

"H-how do you know of that?" she asked.

I had no choice but to lie, giving her a version of the truth, "I have dealt with time travel in the past, in it, I learnt of things that are to come...eventually. One of them is #$! #%%! " I groaned, damn this stupid curse.

Frigga looked confused, "I'm sorry, but what was that? I couldn't quite hear you."

I sighed, "I apologize. I have an enchantment of some kind that prevents me from revealing any knowledge I have of the future. It is…..one of the biggest rifts formed between my loved ones and I..." why am I talking all proper like? Is it because I'm talking to a queen? Probably… "anyway, all I can say is, in the events of Ragnarok to come….Thor will lose everything, unless you tell him the truth."

Frigga looked surprised, stunned even. She eventually broke out of her stupor and turned, walking away without another word to me.

I sighed, damn this.

Eventually my body recovered enough to move, I limped my way to the mead hall across the yard and followed the sound of cheers and merry making which lead me to a grand hall where everyone had gathered and drinking to their heart's content.

In the middle of the hall was a large table with food piled up to the bucketloads. All around it were people feasting, drinking and cheering. But near the middle of the room was a large gathering of people, cheering someone on.

I looked around and noticed Thor and Jane off in one shadowy corner of the hall, sitting closer than was probably decent in the public eye. I saw Thor lean down and whisper sweet words into Jane's ear as she kissed his jaw, running her hands through his hair.

I smiled, about time that guy caught a break. Ignoring them I decided to go to the crowd and see what the whole commotion was about. Pushing my way through the people I looked inside and was surprised to say the least.

"How is she doing that?"

"Is she a sorceress?"

"Amazing!"

Jean, Wanda and Felicia sat in the middle of the group. The warriors three and Sif were with them, each drinking or feasting. And Jean was entertaining all the guest by displaying her powers, making the food dance in the air.

"Amazing feet my dear lady Grey!" the blonde warrior with the french beard cried out, "truly your beauty is only exceeded by your magical skills! Sweet red haired maiden, tell me, how does thou perform such feats?!"

I noticed Jean's eyebrow twitch as she lowered the food back to her plate, "I'm a sorceress in training, this is a skill that comes naturally to me."

"Ah, fascinating! Do tell me me more! Are you fair companions similar?"

Wanda shrugged as she bit into her loaf of bread, "I am, but Felicia's shit at magic."

"Bite me," Felicia growled.

"Now now, why fight?" the blonde pounce smiled as he spread his arms, "I'm sure you three are mighty true companions. You know, I myself have met many a witch in my time, if you wish I could tell you off the tales, I promise, they are quite a story. Perhapes over a glass of wine?"

Wait….is he….is he….oh my god, he's flirting with my girls! Well, expect Wanda.

"Let me stop you right there Fandral," Felicia snorted, Fandral, that's his name...huh. Now I know what to write on his tombstone, neet. "You see, Jean and I are kind of...well, in a serious relationship," Felicia smiled, "so ah...don't' want to lead you on or anything."

"Ah, I see," Fandral smiled, "well that's too bad. But surely which ever mortal you are with can't compare to the might of an Asgardian. Tell me fair Felicia, is your lover a god? And you fair Jean? Can either of your lovers truly compare to the might of a god? I promise you, the stamina of a mortal can't really compare to that of an Asgardian...and that too other physical pa-"

Almost instantly a red hand made of solid psionic energy exploded out of my chest and hit Fandral right in the face.

BANG!

"Argh!" he cried out as a stream of blood came out of his broken nose as he flew across the mead hall.

"Who did that?! Show yourselves!" the fat one cried out as he stood up in rage.

"Well what do you know," I spoke up, stepping out of the crowd, the red hand I summoned vanishing into nothing, "looks like a god bleeds just as well as a human. Fascinating."

"Who are you?! Identify yourself! How dare you strike one of the Warriors Three?!"

"Volstagg, calm yourself," Sif reached out and placed a gentle hand on the big bellied man, "that is Peter, one of Thor's companions on Midgard. A guest."

The crowd gasped as they turned to me. Volstagg, the fat one, grumbled, "he may be a guest, but that gives him no right to have harmed one of our warriors unprovoked."

Fandral but this point was on his feet, walking back to the table holding his bloody nose, "he broke my nose!"

"It certainly wasn't unprovoked," Jean snorted, "what else do you expect when you flirt with someone's women and then call him weak? Shit, if one of you had done that to him and said those things about me I would have flung you into the ocean."

"H-he is your lover maiden Jean?" Fandral asked, his eyes wide as he looked me up and down.

"Hey, he's mine too you know," Felicia grumbled, "honestly, I was here first and yet I get treated as second best, so not fair."

"Wait," Sif spoke up, an eyebrow raised in curiosity, "you both...meaning you three..."

I nodded, stepping up behind Jean and Felicia and putting and arm on both their shoulders, "yes, I'm theirs and they are mine."

Fandral, "what? But aren't you mortals strictly only have one wife?"

Felicia shrugged, "usually yeah, but we aren't exactly normal."

"I see, but still, that was uncalled for," Volstagg grumbled, "there is no reason for him to have hit Frandral as he did."

I shrugged, "I was sending a message."

"And what message brokers breaking one's nose?!" Frandral cried out.

I looked at him, "to not stick your nose where it doesn't belong. Next time, I'll cut it out and sew it up your ass."

A gasp rippled through the crowds as everyone's eyes widened, except Jean and Felicia who just rolled their eyes.

"Woah, someone's possessive," Wanda whispered, "never saw this side of you Spider."

"You never seen someone stupid enough to flirt with me," Felicia chuckled, "there was this time a guy tried to ask me out and Peter broke his hand….by accident of course."

"What's going on here," Thor's voice came out as the crowd parted, allowing the god of thunder in. He looked at Frandral and blinked, "Frandral, what happened to your nose?"

"He broke it!" Frandral pointed at me.

Thor turned to me. I shrugged, "he was trying to bed my lovers. Be grateful that's all I did."

"Oh, wow, look at your being assertive," Wanda whistled.

I shrugged, "I can when I want too."

Thor sighed, rubbing his eyes, "Fandral I wanted you several times your philandering will one day get you into trouble that would be justified."

"I cannot help it Thor! It's in my nature!" the Asgardian tried to defend himself.

Thor sighed, "fine, whatever. Peter, please accept my apologies on Fandral's behave. He's what you would call a 'corn dog'."

The girls and I looked at each other. "Do you mean horn dog?" Jean asked.

Thor snapped his fingers, "yes, that. He honestly needs to be put on a leach. Please, we are all allies here, let us bury the past with mead and food!"

"AYE!" the people cheered, I had to admit Thor was definitely a man of the people.

"Wonderful! Peter, please sit down, break bread, I'm sure after training with Sif you might be very tired indeed! Let's put this all behind us!"

I sighed and nodded, "yeah, you're right. Sorry you had to get involved," I then turned to Fandral, "you even look at them funny, and I'll scoop your eyeballs out."

Fandral glared back, "be careful with your words mortal, you a friend of my long time war brother Thor, that is the only reason I tolerate you."

I glared back, "same reason, _god_. What are you supposed to be the god of anyway? Stupid beards and broken noses?"

A roar of laughter went through the crowds, even Sif seemed to smile at that. I pulled up a chair and sat down between Jean and Felicia, Wanda sitting besides the latter and the Asgardians on the other side of the table.

"If you must know, I am the god of warriors and travel. My skills with the blade are known all over the nine realms! Many call me one of the best to ever pick up a blade!" he said finishing with a dashing smile.

"But Sif's a better duelist then you, yes?"

"Yes," came Sif's swift reply.

"Without a doubt," Thor nodded.

"She almost always defeats him," Volstagg grunted.

"Oye! Stop belittling my abilities! Yes, I'll admit, I may be second best, but I say that proudly as the woman who I lost too is a true goddess of war!" Fandral growled at his friends before turning to me, "what about you mortal, what great battle have you ever done? You look like a milk drinker, I doubt you have achieved much without cheap parlor tricks. Tell me, tell which dastardly fiend you have defeated, please, we're all dying to know."

"Sif," I replied as I took a chicken leg and bit off a piece, "I beat Sif."

"WHAT?!"

"Ha-ha! Yes, it's true, just this afternoon in fact," Thor chuckled heartily.

"Impossible!" Fandral snapped to Sif who was sipping her drink, "tell me this isn't true!" Sif glared at him, and without saying a word she nodded. Fandral gasped, "no….how?!"

"Would you like me to show you?" I raised an eyebrow, "it'll be quick, maybe not painless, but quick."

"Ah….I-ah-"

"Fandral, perhaps it for the best that we retire you for the evening," Volstagg laughed, "get that nose looked at yes?" And without even a chance for the man to argue back Volstagg helped him out and escorted him out of the hall.

Glared at him until he left. Maybe I should have broken his legs as well. Yes, that should send the right message. And maybe cut that stupid beard off his face...and then his hair and then-

" _-Peter, that's enough_ ," Jean cut in, distracting me. She smiled and spoke, "that's some seriously dark through you have there Peter. You shouldn't really react so badly you know, it's not healthy."

I shrugged, "he's annoying. I dislike him. It's nothing, I'm fine now."

"From my experience, when you say you're fine, you really aren't," Felicia replied as she held onto my hand with hers and hugged me close, "next time, let us handle it. We would love for a reason to kick some ass."

Jean nodded, "exactly, besides," she connected with Felicia and me, " _we told you didn't we? We aren't going anywhere. It's going to take a lot more that a french bearded god to take us away from you._ "

I smiled, " _oh yeah? Like what?_ "

Felicia hummed, " _well, if Thor and Jane don't work out..._ "

" _I am this close from kicking you out of my harem Kitten, this close._ "

" _Oh so you want a harem now?_ " Felicia rolled her eyes, " _I'm sure Tandy would be sooo excited_ "

I smelt her anger and jealousy and immediately knew what to do. I reached out and tangled my fingers in her hand, "I'm sure, but, I think I'll be more happy with just you two. I mean, after all, what more could I want?"

Felicia's jealousy evaporated and she smiled back. We were honestly having a lovely moment, when Wanda spoke up, "so are you there going to fuck again? Because if so I'm going to ask Thor for my own room."

Sif spat out her drink and coughed, repeatedly. "Wanda! Have some decency! We're in public!" Jean hissed.

Wanda shrugged, "whatever."

I sighed, "so, what did you guys do while Sif here was breaking my bones."

Jean sent Wanda a look before sighing and speaking, "well, after Thor took Jane to the healers Jane expressed interest in learning more about the Infinity stones, since, you know, she had one in here. So Thor took us to the library."

My eyes winded, "the asgardian library? Seriously?! Damn, I'm sorry I missed it."

"Eh, you didn't miss much," Felicia shrugged as she ate a salad, where did she even get a salad? "Just a bunch of dusty old books. Like any other library."

"Dusty old books that are older than human civilization and containing the archaic knowledge of an alien species!" Wanda cried out, "honestly woman, how? How do you even?! Ergh!"

"Not all of life can be found in a book," a rumbling voice echoed, Volstagg had returned sans Fandral, "some, like the Lady Sif and us warrior's three, find life more appealing while on the field of battle. Books have their place, I promise, but clearly not everyone is suited for such a life."

Felicia nodded, "exactly. After all, I'm more of thief than anything."

"Oh, a rogue are you?" Sif smiled, "how skilled are you?"

Felicia shrugged, "the best. Managed to infiltrate and take down over ten forts by myself."

"And if you recall I caught you during the last one," Wanda put in.

"Of shut up, you got lucky," Felicia snorted.

"No, you did when your boyfriend came to save you."

"Seems like you have had many an adventure," Thor said as he and Jane joined us at the table, Jane sitting close to Thor's side, much to Sif's eire.

The God of Thunder took a mug of ale, "Peter, I spoke to the dwarves, they said they'll send an emissary tomorrow to inspect your weapon, they swore that is all they'll do however, they would never separate a warrior from a weapon, I promise."

I nodded, "thanks, that's good to know."

Thor smirked, "yes I'm sure. Now then Peter, since we can finally sit down and talk, tell me about your adventures friend, it's been a while since we last spoke and I'm curious."

I shrugged, "there honestly isn't much to tell. Everything that's happened has been...well they aren't war stories to share. Not like yours anyway, I don't think mine count."

"What about that time you destroyed SHIELD and told the US government to go fuck itself?" Wanda smirked.

"Or that time you blew up that HYDRA base to save Sliver and me," Felicia raised an eyebrow.

"And the time you stopped Doom with the FF," Jean shred, "or that time you helped us stop Magneto."

"Or that time when you saved New York from the Sinister Six on christmas," Felicia shrugged.

"Or that time you helped save the president from terrorists," Jane added, "I remember seeing that in the news, it really made you out to be a real hero. Although looking back now that might have been a wrong call."

The Asgardians looked to me with disbelief in their eyes. Thor blinked, "don't get me wrong friend, but it seems to me you have quite a few stories to share..."

I sighed, "alright...maybe one or two."

The night moved on from there. We shared hundreds of stories, after the girls and I shared ours, it was the Asgardians' turn to share theirs. And boy did they have many to share. Living more than a thousand years, that was kind of expected.

We drank, we ate, and finally it became late so we decided it was time we retired for the night.

"So, will we be staying here for the night?" Jean asked as Thor escorted us out of the mead hall.

Thor nodded, "yes, I have made arrangements for you all, if that isn't a problem. If you wish I could always ask Heimdall to send you back to your home for the night."

"No, no need to trouble yourself," I shook my head, "it's best if we stay here. I have activated wards around the sanctum before we left to alert us if anything happens. And if the Elves do come, we'll be ready."

Thor hummed, "yes, I suppose. But not to worry, if they come anywhere close, our sensors will detect them."

I nodded, "hopefully they will. Don't want a repeat of Loki's invasion happening here...How is our trickster friend? Last I heard he was in a comfy little cell under the castle?"

"Did Sif tell you that?" Thor asked.

"I have my ways," I smiled.

"Well yes, he is in a cell, though I wouldn't call it comfortable," Thor argued.

"Fine...whatever. Just make sure he doesn't come back to Earth. Because be he your brother or not, I will gut the guy if he even thinks of threatening this world again," I growled.

Thor nodded, "I assure you, I won't let that happen."

"Oh Peter, stop threatening our host would you?" Jean huffed.

I turned and sighed, "yes dear…."

"So Thunderpants, do we get separate rooms, or do we have to share?" Wanda asked.

Thor nodded, "I have made arrangements for individual rooms, not to worry. Peter can share one with his lovers, you can have one of your own."

"Oh, and where will Jane be sleeping?" Felicia asked with a coy smile.

Thor coughed, "s-she will ofcourse gain her own room, not to worry."

I smiled, turning to Thor, "whatever man, I just hope your walls are thick. Because I have super hearing and I don't want to hear the God of Thunder moaning into the night."

"Peter!" Thor cried out, "I-I assure you, the rooms are proper."

We chuckled at the God's expenses, even Jane looked a bit red. I was about to say something when someone approached us out of the shadows. I was alert for a second, before the figure stepped into the light, revealing Frigga's gentle smile.

"Mother!" Thor smiled, "we were just retirement for the night."

Frigga nodded, "I'm sure. And I'm also sure that Jane and you and quite eager for your...night rest."

"M-mother!" Thor cried out. We all stifle a chuckle. God of Thunder, strongest avenger, still getting trolled by his mom.

"I am in need of your friend Peter," Frigga spoke, once Thor calmed down, "I wish to speak to him," she turned to me, "I promise, it won't take up too much of your time."

I nodded, "yes, of course," it must be about Hela. I turned to the others, "don't wait up, I'll find you."

Thor nodded, "very well, I'll have a gaurd escort you. Come, I'll show you all too your rooms." Jean and Wanda shared a look while Felicia blew me a kiss. The latter didn't suspect anything, but the red psychics sure did.

"Come, please," Frigga motioned me to follow as we walked into what looked to be the royal gardens of the palace. There was a properly light path on which rose bushes were grown on either side. Frigga took me to a fountain in the middle of the garden and stopped, smiling at it as the silence of night descended upon us.

I smelt curiosity and fear coming off her. But she wasn't scared of me...no, I know that for sure. I waited, standing behind her as small sphere of light flew over us, fireflies I were to guess.

Finally, she spoke, "your knowledge of the future, what else does it show?"

I took a deep breath and spoke, "enough...a lot….and sometimes, barely anything. It varies. My own future, I can barely tell, but certain moments in time I...I dont' think can be avoided."

"And Ragnarock is one of them?" Frigga asked, turning to face me, her eyes focused, "tell me, what do you know of my oldest?"

"I know that she is by far the strongest being Asgard will ever know," I explained, remembering the third Thor movie as best I could, "I know that her power comes from Asgard itself and that she will be released from her prison...the moment Odin dies."

Frigga sighed, "I had hoped that….what you said was a farce. That you were a charlatan, but it would seem that...you truly have seen the future….tell me Peter, what is to happen to my son?"

I sighed, "# $~#!$% *&*&."

Frigga raised an eyebrow, "the enchantment?"

I nodded, "yes. There is so much I wish to share with the women I love, so much I wish to….but now I fear that I can never be free, I...I'm sorry, but I can't tell you what happens to Thor, no matter how much I want too."

"I see...well then tell me this, in the future, are my sons happy?" Frigga asked.

I noticed the plural in that noun. _Sons,_ meaning Loki… and I remembered what had happened to them. Loki was supposedly dead, he could be faking but… I don't think so. And Thor...he lost so much.

I shook my head, remaining silent. "I see...and the future you have seen, are you working to prevent it?" Frigga asked.

I locked eyes with her, "yes. With every fiber of my being, I'm trying to prevent the future I've seen...and the first step to do that is to stop your-" I stopped myself. Huh, it would seem telling Frigga about her death wasn't a taboo...maybe because it was already going to happen...either way, I should tell her.

"My what?" Frigga prompted.

"Your death," I finished.

Frigga's eyes widened. "H-how?"

"# !^#$&$%."

She sighed, "I see...so you can tell me what happens, but now how?"

I nodded, "apparently."

"I see...will it happen soon?"

I nodded, "yes, the #!$^$#^%, mother fucker!"

Frigga raised an eyebrow, "language."

"Sorry."

Frigga sighed, "very well...so prevent this fate for my sons...I must survive?"

"Your death leads to Rangnarock, yes...and perhaps have Loki and Thor makeup. Your supposed death brought them together, and if that doesn't happen-"

"-Then they won't be able to forgive each other...I see, I understand...thank for you telling me. You have done much in the service of my family. You must truly call Thor a friend for going out of your way to assure his happiness. Tell me, what can the All-Mother do for you? Surely there must be something you desire."

I looked at her, and without needing time to think I spoke, "tell me everything you know about the Phoenix Force."

Frigga's eyes went wide, "t-the Phoenix? How do you know of that?"

"I...the woman I love, Jean...she is to be it's next host."

Frigga gasped, covering her mouth in horror, "how do you know of that? Your visions?"

I nodded, "in a manner of speaking, yes."

Frigga narrowed her eyes and studied me, "this girl...who is she?"

"Her names is Jean-"

"-No, not that. I mean...who is she to you?"

I was silent for a second before I replied, "she's the only thing that's keeping me together. When I was broken in mind and soul she pieced me back together one by one. She is the only reason I found the will to live again, so in essence, she is a third of my everything."

"Only a third?"

I shrugged, "I have another in my life...but tell me…Odin, he seemed...to know. He looked at Jean and I don't know why but I think he recognized her...why?"

I was silent, waiting for her answer. It was a guess, true, but an educated one. The way he looked at Jean? Not at her, but through her? Something was up and back in my world I remember a story about Odin and Phoenix being...close.

Frigga took a deep breath and began, "many years ago, before Asgard was even a quarter of the size it is now, Odin went on a journey of self discovery...similar to the one he sent Thor on."

I raised an eyebrow, "family tradition?"

Frigga shrugged, "like father, like son. In those days, you humans were barely out of your caves and huts, fire being your greatest weapon. And it was there where he meet... _her_ ," there was malice in her voice, but no jealousy, no envy. Just regret.

"The Phoenix?" I asked.

Frigga nodded, "yes. A host, quite similar to your lady love I might add. Red hair, piercing green eyes. Odin spoke of her many times...he fell in love with her instantly."

I blinked, "oh."

Frigga smiled, "worry not, I doubt he still feels the same. Even then, he is the All-Father, he will not just around stealing the lovers of others."

"Argh...thanks."

Frigga nodded, "they had many an adventure together, if you ask him, he would boast about how it were the most joyous years of his life, before he became king, before all the war. And she was his first love, an uncontrollable force of nature that could never be tamed. He loved her, but she...she did not love him. And one day...it was time for the Phoenix to move on, she left him, he broke down and I was there to pick up the pieces...like Jean has done for you."

"I don't want her to go," I snapped, "it's not fair…."

"If the Phoenix has marked her as her host, then I'm afraid there is no chance for her...for you.."

"Please, there has to be a way! The Phoenix has no hold on her yet, isn't there something that can, I don't know, delay it?"

Frigga smiled, "if you have ever seen it, truly seen it...then you would not say so. It is a cosmic force Peter, it cannot be bargained with, it cannot be reasoned with. It if fire incarnate...it is the representation of life in the universe, not even the Eternals were foolish enough to challenge it."

I clenched my fists, "then I am just supposed to stay back and watch as it takes the woman I love away from me? Am I supposed to just stand by and watch her fly away?!"

"That is exactly what you must do," a new booming voice cut in. Frigga and I turned to see Odin approach us, his one eyes narrowed, "that was not your story to tell Frigga."

"Odin, do you not think he deserves to know? Can you not say you wish to help this boy who was once very much like you were?" Freya asked.

Odin snorted, "indeed, I was a heartbroken little cur, but then I found you...and I forgot about her. He will too, from what I recall he has two women does he not?"

"Yes, but how long did it take before you forgot about her?" Frigga argued, "a century? Two? They don't have the time."

"Please," I cut in, falling to my knees, tossing my pride without a second thought, "please, if you remember anything...anything that could help me protect the woman I love then I'm begging you. Tell me. Anything, a legend, a story, a whisper. Anything..."

Odin looked down at me, silent. Without a word, he turned, walking away. His spear tapping away at the stonewalk, "the archives, they may hold knowledge. I would not hold my breath if I were you mortal as I have combed through those times more times than there are stars in the sky. You fight a losing battle...may fortune favour you."

And with that, he walked away. I stood up and turned to Frigga, "he's a complex man huh?"

Frigga chuckled, "indeed...but that's as far as you'll get as a blessing from him...go, speak to your lovers, tomorrow, they can help you, maybe together you can find a way to save the one you love."

I knew she didn't believe those words, but...I had to try. I bowed, wished her well and left the gardens. Once outside I was escorted to my room by a gaurd Thor had sent to collect me. I was sent to the room, and inside Felicia and Jean were waiting for me.

"So," Felicia began, "what did she want?"

I turned to Jean, "Jean...we need to tell her...about the Phoenix." Felicia looked confused while Jean just sighed. We were in for a long night to be sure.

* * *

 **Alright, I decided to reduce the chapter count to one chapter a week, but nearing 10,000 words a chapter. I hope that satisfies you all.**

 **The Odin X Phoenix plot point is from the Avengers 1 million BC plot point, somthing which I both hate, for being unoriginal, but love, for providing so much backstory. Anyway, since I really dont' want to spend too much time with Thor: The Dark World, I'll finish the story by the next chapter. And then...**


	70. Let It Burn

The Asgardian library was massive. No, massive did not do it justice. It was like a work of art itself. I know the meaning of the word 'Cosmic' shouldn't be used lightly, but this library looked like it was the archive of not just one planet, but the whole of the cosmos.

It was located in the heart of the city, just before the royal palace. It was made out of gold and marble, like everything else in this place, and designed to look like a giant tree that stretched out into the heavens.

While at first it might seem small, compared to the palace, the inside of the palace, the tree like structure ended, and one would find themselves meeting rows upons rows of shelves, each row big enough to fit a suburban house inside with shelves going till the ceiling which was fifty feet tall.

The ceiling was charmed to have lights that floated about without attachment, the aroma of paper filled the air. Asgardians of all kinds were here, some soldiers, some scholars, some children.

And in inner corner of the library, near the section that covered myths and legends of the cosmos, which was filled with a dozen people, was where the girls and I were currently. With an armed escort of course, courtesy of Thor.

"This is pointless," Wanda huffed as she dropped a tome on the large oak table in the middle of the row. Leaning back in the chair she rolled her shoulders, "we searched every possible index in this place, what now?"

"It's only been three hours Wanda," I spoke up, "this is the collection of information from the whole universe, I'm sure we haven't even scratched the surface."

"Yeah, three hours, meaning we haven't gotten enough rest for this," she grumbled, pinching her nose, "honestly, even for me this is a bit much."

"Well if you don't like it fuck off!" Felicia cried out as she jumped out of her seat and walked away. She was livid, carrying three books with her that she had been going over meticulously for the last hour.

Wanda snarled, "what's her problem?"

"Wanda, don't," I warned. I turned to Jean, the red head looked tired. With reason of course.

When we told Felicia what was happening, and how the last host of Phoenix had left all she knew...we didn't get much sleep last night. We tried, we did. But I barely got two hours, and Felicia maybe four.

The first thing we did in the morning was ask the guards to take us to the library, informing them about the verbal permission Odin himself had given. And so, since nine in the morning, we had been here, researching trying to find something, anything that we could use.

And Felicia I suppose was taking it worse of all. I could smell her anger, her frustration. I turned to Jean, she motioned me to follow Kitten, I sighed and nodded, getting up to follow the silver haired beauty.

I walked through the shelves until I could hear someone sniffle. Rows, near the back, I found her. Books thrown aside, pulling her legs to her face as she cried.

"Kitten," my heart felt like it was going to shatter, seeing her hold up in one corner, alone.

"Go away," she hissed, refusing to look up.

"Kiteen please, I-"

"-Leave Peter! Now!"

The toen was harsh. But I knew I deserved it. But I didn't leave. I leaned down and dropped to the floor, sitting down opposite to her, my head on the shelves, a sigh leaving my mouth as I felt the weight of the long day catch up to me.

After a moment I turned to her and slowly reached out, trying to take her hand, only to have her snap it away, "don't touch me!'

"Felicia-"

"-No, don't you dare," she hissed, looking up from her frown, "you lied to me. Both of you. All this time, you knew what was going to happen, and you didn't tell me! How could you?!"

And like that, I felt my stomach give out. There it was...the truth. I had kept so much from them, so much of the truth, out of fear of being rejected, out of fear from being abandoned...and here was proof that I was right.

"I'm sorry...I'm so so sorry...I tried...I tried so hard to make sure you would all be safe, that nothing would happen...I thought if you knew you-you….you would never trust me again..."

"Kind of proved you right didn't you?!" she snapped.

"Well what was I supposed to do Felicia? Tell you every single possible future I saw in other worlds? Everything that can or may happen? I…. I didn't think-"

"Peter," she hissed, "I don't care that you that you secrets, you always have and I've learned to love you despite them. Every since we first dated, you always knew more than me, and while at first I...I hated that feeling to letting you hold all the cards, I soon grew to trust you enough to let you have power. But now? You kept something from me Peter, something that I had to know! Jean's life was in danger, and rather than tell me, you two kept it for yourselves!

"I thought we were a team Peter! I thought we loved each other, all of us. How is that possible, if I'm always on the outside looking in?! Am I always supposed to be punished for what I did? I know I was wrong to leave, but you can't do this to me Peter, it isn't fair! It's like you don't even love me!"

I snapped, the words didn't come out. They couldn't...I had to prove her wrong. Without thinking twice, I reached over and grabbed her face, kissing her with all my vigor, shocking the girl as I pushed her on the library floor.

She struggled, trying to push me away before growling, forcing a kiss back in rage. Our heads knocked, I reached into her mind, formed a psychic connection, and did what I thought I could only do to prove how wrong she was.

I showed her just how much loved her. I shared my memories. Of every memory I had after she left. Of how I felt, of what I thought. Of how I spent Valentine's day heartbroken, before Jean. How when Tandy kissed me, all I could think off is why she wasn't there.

I showed her all the people who told me to forget about her and move on, MJ, Liz, Flash, Earth 982 version of Peter Parker, May Parker and even herself. I showed her what they said, and I showed her how I ignored them all.

I showed her what I was thinking that night in Riri's lab, when we talked. How I longed to just forget everything and hold her and never let go I showed her how much it pained me the boy I had with her hated me, and the guilt I felt when I learnt I failed to keep her alive.

All of it, her kiss lost momentum. I slowly pulled away, looking down at her as her eyes tried to focus, her mind processing all I showed her.

"I didn't tell you the truth, because I didn't know the truth...because I was afraid of it. I didn't tell you about Jean, because I felt it was her secret to share and something I prayed would never happen. And I don't hate you for leaving me Kitten, I hate you never told me why, but I love that you came back.

"But get this one thing through your head Felicia Hardy, don't you ever dare say I don't love you. I didn't spend a better part of half a year wishing you back, just so that you think I don't bloody love you enough. You, me and Jean are going to live old together, and raise all our kids together. We are going to spend half our lives telling people how a three way relationship works, spend the other half making it socially acceptable and then the rest trying to keep the world from falling apart. You are mine Felicia Hardy, and don't even think for one second that I'm not yours.

"If you have to, blame me for keeping this away from you, not Jean. I told her not to tell you. She's innocent in all of this, and right now she's scared out of her mind. I know you love her Jean, and she loves you. She needs us, both of us. So please….come back, for her, if not me."

She looked at me, pulling herself up and leaning on the shelf again. She sniffed, rubbing her tears with the sleeve of her dress shirt. She closed her eyes, I moved to her side and waited in silence.

"You're a liar," she whispered.

I hanged my head, "I'm sorry."

"You don't even know why I said that do you?" she asked.

"For not telling you about Jean?" I guessed.

"No..." a ghost of a smile came on her face, "Jean told me before we left our rooms that she didn't want to overreact and asked you to stop worrying. She told me that the reason you didn't tell me was because of you...and you just told me the opposite. And frankly, I'm more inclined to believe her."

"Well...she is hotter than me."

"Dick," she playfully smacked my hand. I smiled, extending my hand to Felicia. She looked at it for a second before sighing and taking it, leaning on my shoulder, "I'm sorry….I overreacted."

"I'm sorry I didn't tell you...but being able to see other worlds and knowing of futures that might come to pass is maddening, I honestly...I didn't know what was real and what wasn't. If I could keep it away from you, I thought I could deal with it without involving you and Jean..."

"Peter..." she squeezed my hand, "I can't say I can even compare to what you had to deal with. I can barely understand this whole interdimensional crap, even after training at Kamar Taj. But I understand you, and you always have this stupid habit of making the world's problems yours.

"And I love that about you. You go out of your way to do the right thing...even if costs you everything. But you aren't alone Peter, not this time. Jean and I aren't some damsels in distress, she is a badass and not to brag, I was trained by the greatest thief of Earth. We may not be Avengers, but we can help you lift some of that weight off your back Pete..."

I sighed, nodding, "I know….I...I guess it just goes against my nature."

Felicia smiled, "yeah, I know. Great power, greater responsibility," she leaned in and kissed my cheek, "and I suppose that's one of the reasons I love you Tiger."

She was right. I did have that habit, making all the world's problems mine...in certain degrees. Going beyond what the real Peter Parker ever would...but still remaining true to myself. Maybe that's why I was put in this body? Because deep down...he and I aren't that different after all. Two sides of the same coin...in a way.

"Peter?" Jean suddenly poked her out of the shelves and noticed Felicia and I. She looked at out hands and smiled, "patched things up?"

"Until I fuck it up again, yeah," I smiled, patting Kitten's hand.

"Well, get up, Thor's here, he said the dwarves have come to inspect your blade," Jean replied.

"Right," Felicia nad I got on our feet. I grabbed her books as we walked back to the main table, all the while Jean and Felicia exchanged looks, meaning they were having a telepathic conversation.

Rude, but I was hardly one to talk.

We walked back to the research table we had acquired and found Thor and Jane there waiting for us, the latter pouring over a book Wanda was looking at with great interest.

"This is astrological record of the movement of black holes over five centuries, listed out on an almost daily schedule, how is even possible?! Where did you get the time?!" Jane asked in surprise.

Thor shrugged, "Asgardians live for many years Jane, this was honestly just a weekend hobby by an scholar at our university."

"H-how long?" Jane stammered, horror in her eyes.

"Oh, about ten thousand years to a hundred thousand, give or take," Thor shrugged, without realising the implications. He looked at his human lover, and it suddenly came down on him like a crate of bricks, "J-Jane, I-"

"Thor," I cleared my throat, "the dwarves?"

"Oh, right, yes, well," Thor nodded, turning to Jane, "if you wish, you can stay here, the library is filled with many secrets I'm sure you'll find fascinating."

"Right...thanks," Jane whispered, moving robotically as she sat down, slumping in her seat.

Thor looked like he wanted to say something, but I shook my head, knowing the God, he'll probably just muck it up.

I turned to Jean and Felicia, "I'll be right back, promise."

"We'll stay here, try to figure out anything we can about this flaming chicken," Felicia snorted.

"Hold up, I'm coming with you," Wanda sighed, stretching as she got up, "been cooped up in here too long anyway, need a break."

"Right then, come along, we shouldn't keep the drawers waiting," Thor nodded as he escorted us out of the library and into the streets of Asgard. And waiting for us right outside the library, were three humoungs men with the stubby limbs of dwarves, towering over the rest of us at a good tweety feet.

Each were dressed similarly, brown and black leather with metal gauntlets and goggles around their necks or throats. They carried bags over their shoulders, each stuffed with several metallic tools I couldn't even begin to recognize.

I stopped and looked at them in awe, "okay why exactly is it that one of the biggest beings I have ever seen alive is also called the race of dwarves? Kind of, I don't know, moronic isn't it?"

"Ha! Sharp tongue lad," the dwarf at the lead chuckled, turning to Thor, "I like this one. Much more than that frosty brother of yours."

"Yes well, Loki has his own charms," Thor tried to defend, weakly, "my friends, may I introduce to you the Dwarves of Nidavellir. Their lead by Dvalin," the draw who laugh bowed, he had brown skin and red hair, a thick beard and many laugh lines.

"Pleasure's mine lad," the dwarf grunted.

"And his companions are Moavin the smelter and Effren, the greatest magical crafter the dwarves possess," Moavin was shorter than his companions, standing at fifteen feet with a shaved head and a thin pencil black beard while Eoffren had a black goatee with a head of hair pulled into a ponytail.

"Greetings," Effren nodded while Moavin grunted in acknowledgment.

"And my friends, this is Peter and Wanda, they are friends of mine from Midgard," Thor nodded to Wanda and I, motioning us to come closer.

"So, which one of you possess the uru weapon?" Dvalin grunted, eyeing Wanda and I.

"Me," my clothes shifted, transforming from the casual clothes I wore into my black and white suit. I reached into my backpack and the blade flew into my hand. I drew it out and held it to the light, the dwarves leaned in, their eyes narrowed.

"That's uru alright," Eoffren grunted, eyeing the blade, "and from what I can tell it's loaded with magical enchantments. I'd need to take a closer look to identify them all but from what I can tell their are powerful."

"The refinement is shit," Moavin grunted, almost snarling, "whoever made this couldn't pull out the full utility of uru. It's honestly an insult to the art of metal making."

"But still, the overall craftsmanship is magnificent," Dvalin grunted, "if I was to wager, the blade has a very...unique property when it comes to war. It's been used… a lot. Lad, have you used this weapon to kill?"

I shook my head, "no. I've used it only to protect myself and my allies from enemies that harness magic from the mirror dimension. I honestly am not skilled enough for anything else."

"Good, because from what I can tell the sword is very much an emotional amplifier," Eoffren grunted, "even the slightest hint of violent emotions will cause the sword to react in a negative manner, demanding more violence to satisfy its needs. You did well not to use it before learning about it fully. Someone of sound mind like an Asgardian could be able to stay true and not fall to it's sway, but I doubt you Midgardians could."

"We aren't all weak minded," Wanda snarled.

I was surprised at her aggressive side, " _ease up there Wanda, no need to be hostile to the guys who can crush us like bugs._ "

" _I haven't had my morning coffee,_ " she replied back mentally, " _and I'm done listening to how weak we humans are. Damn these gods have a nasty god-complex._ "

"W-we meant no disrespect, of course," Eoffren replied quickly, "it's just a fact you see. The use of uru is unlike any metal, it's both a physical act like wielding any metal, and also a mental one. Something one can safely assume most mis guardians wouldn't be used to doing."

"Could you analyse it?" I asked, "you honestly seem to know well more than me about the subject, and I would rather use this than just keep it hidden away."

"Hm, it would take a while," Moavin grunted, "we would need to take it back to our forge to understand it fully."

"Perhaps another day?" Thor suggested, "right now is not the best time for I to leave Asgard."

I nodded, "yeah...agreed."

"Not to mention we need to get back to researching about the flaming chicken," Wanda snorted.

"Why is that lad? Expecting a war to come knocking on your doors?" Dvalin asked with a chuckle. Thor and I shared a look, the dwarf's eyes widened, "oh...with who might I ask?"

"Dark Elves," Thor grunted.

"B-but they have been dead for centuries!"

"Yes, but just yesterday the Aether reemerged," Thor stated, "and with the Convergence coming soon...it would rather be a risk we did not take."

"You have the Aether?" Eoffren asked in awe, "where is it?"

"I currently gaurd it," Thor said as he took out the vibranium lock box and held it out, "it's safe."

"Really? Are you sure that the Aether is supposed to be in there?" Eoffren asked, looking at the box curiously, "it doesn't feel like it contains an Infinity Stone."

"You know that the Aether is an Infinity stone," Thor asked in shock, "why have you never shared this information with us?!"

Effren shrugged, "it honestly never came up Thor. Do you not know how much knowledge we possess that you may not? It honestly just didn't seem important at the time. But back to this box, why am I not feeling any energy from it?"

"Because it's designed to be that way," I replied, "it cuts out the energy a stone would give out."

"But what about the feedback loop?" the dwarf asked, frowning in curiosity at the metal, "surely you can't expect to deviate the energy of an Infinity stone forever?"

"No, but the energy is regulated into the box's internal circuitry, allowing it's system to be powered up, meaning the security features keeping the box locked is powered by the stone itself."

"And what about burn out?" Moavin grunted, "surely the quality of material on Midgard can't hope to keep all that energy regulated at all times?"

"Yes and no," I shrugged, "usually you would be right, the material would burn out quickly. But, I happened upon a substance that was very adapt at the transfer of energy. It's almost magical the way it goes about."

The dwarves shared a look before Dvalin turned to me, "you are an interesting one Midgardian, tell me, are you a smith?"

"Of sorts," I shrugged, pointing to my armour, "I made my clothes, and her's."

The dwarves turned out Wanda and looked her over, "forgive me, but I fail to see what is so special about her wear," Effren said, trying and see what so special about the clothes.

"Easy," Wanda finally broke her silence, transforming her clothes into a plethora of clothes, wearing every costume design she had on store before returning back to the casual set she wore, "it can transform into any scanned clothes with a single thought."

"Amazing," Eoffren asked, "magic?"

I shook my head "science. And, it's also indestructible."

"Nothing is indestructible," Thor and the dwarves replied almost instantly.

"Can you destroy matter? Molecules?" I asked.

Moavin grunted, "we can change the state in which they exist."

"But what if the state in which they exist was unstable?" I put forth, "meaning the molecular bond would always be out of phase? Not relating to electromagnetic bounds of opposing forces? Which would mean-"

"-That the current matter in question would never be damaged in any way, maintain its structure," Dvalin gasped, "you invented unstable molecule technology? Thor, I thought you said Midgard was eons below the level of technology we possess!"

"Most are, but a few minds, like Peter and another friend I know off named Stark, are exceptions," Thor defended himself.

"But still," Moavin hummed, "this is impressive. A mind such as yours, if you had been born a Dwarf, you would be a master smith by your age. Tell me boy, have you a moment to spend? A day or two with us would be quite useful."

I shrugged, putting away the sword and transforming back into my hoodie and jeans combo, "yeah, but not right now. I mean after the Convergence maybe?"

The dwarves looked to each other before agreeing. "Well then, with that out of the way," Thor began, only for Jane, Jean and Felicia come running out of the library, screaming at the top of their voice.

"We found it!" Kitten cried out.

"What are you talking about?" I asked as Jane shoved a giant tome into my hands, opened it to a marked page and pointed at a stanza bellow.

"There!" she grinned, "we found it."

I looked down and read quickly, the flames of hope burning in my soul.

 _Among the many observations I have made during this project of mine, one does stick out of me and which I fully didn't expect to initially be of any note whatsoever. It really does not have a place in my research on the movement and activities of black holes, but, I believe it is just as important._

 _I have found a particularly pattern in the movement/actions of the cosmos that I cannot quite readily understand. I have found that in the event of a black hole consuming certain planets, and or, solar systems, an event occurs nearly one year later in that exact location. And event I first did not understand fully, but now I do._

 _From my research, it is called as the 'Dawn Anew' a sacred act that is done by the cosmic entity of life and rebirth known as the Phoenix Force. It does this actions only when a planet that once contained life is destroyed by a black hole. Why this happens I do not know, nore is it very important. It is just a queer pattern I noted happening and choose to put in._

"It's useful right?" Felicia asked, eagerness obvious in her voice.

I groaned, "yes, I mean, it does mention the Phoenix...but, I mean...it doesn't really help us right now stop it."

"Excuse me, but did you just say the Phoenix?" Effren asked, surprise in his face.

I turned to him and nodded, "yes, the cosmic entity known as the Phoenix Force. I assume you've heard of it?"

"Woah," Felicia snapped up as only know did she and the other women noticed the giants before us, "why are they called draves if they are this big?"

The giant dwarves smirked, while Eoffren nodded, "yes, we are aware of the Phoenix, I doubt there is any out there who isn't. Why do you concern yourself about it so?"

I turned to Jean, who nodded, with a sigh I turned to the crafter, "because the woman I love has been chosen to be it's next host."

The dwarves gasped. "W-why that's wonderful!" Dvalin smiled, "you must be so honoured!"

"What? Why?!" Felicia snapped.

"Because it is an honour!" Eoffren insisted, much to the agreement of his companions.

"Peter," Thor looked concerned, "why did you not tell me?'

I sighed, "honestly, it's because I still haven't come to terms with it myself."

"Norma," Jean snapped as she walked forward and looked up at the dwarves, "tell me, what part of being chosen by a cosmic being, having my body taken over and used as a puppet is an honour? What part of leaving everyone and everything I care for is an honour?"

The dwarves looked to each other, Effren spoke up, "my lady, you must understand. The Phoenix is bigger than just one person, than just one planet. To be chosen is...is marvelous! I mean, imagine the power, the regal standing you would gain in the hierarchy of the cosmos!"

"I want know of that," Jean hissed, "and it has no right to demand it of me...I want this thing away from me...surely you know how? A weapon perhaps?"

"There is no weapon in all of creation that could stop the Phoenix," Moavin grunted, "let alone stop it."

"Wait, I don't' understand something here, help me out," Jane spoke up, "how exactly is this thing supposed to, I don't know...find you? If it's a cosmic being, wouldn't it get lost or something?"

"Jane, the Phoenix is omnipresent," Thor explained, "it's akin to a deity. If it has latched its sight on Jean here, then sadly I don't think it can change its mind."

"But what if we block it's vision?" Jane asked, "I mean, muddle it's senses? Wouldn't that prevent it from finding Jean?"

"How would you blind a god?" Dvalin asked with a snort.

"How did Loki blind his actions from Heimdall?" I asked, "how did he hide the fact that he wasn't dead? That he planned to assemble an army and invade Earth?"

"Heimdall, great soul that he is, is not the Phoenix," Eoffren snorted, "he has limitations, the Phoenix does not."

"Yes, but how did Loki do it?" I insisted, "there has to be a way, right?"

"Perhaps we should ask him?" Felicia suggested, "he is here on Asgard right? So….why not?"

Thor turned to me, "I do not think my brother would help you. He is...most uncooperative these days. It would be easier to convince a mule to kill itself than to get him to help."

"What about a psychic link?" Jean suddenly spoke up, her eyebrows narrowed in thought, "I mean...Jane is right. Even for an omnipresent being, there has to be someway it's tracking me, so how? Maybe a link between it and me?"

"Yes, a psychic link is possible," Eoffren grunted, "but, again, what's the point if you know this to be true?"

"Then, if that's the case, we could block it,' my eyes going wide as an idea came to me, "if Jean is right then...if we knew the Phoenix's energy signature, I could use vibranium to counter the energy link! Deflect it so to speak!"

"But that would mean we would need to know the Phoenix's energy signature," Wanda shrugged, "and I don't even think that's possible."

"About about Jean herself?" Jane said, now looking excited, "if she's connected to the cosmic force, then that means she and it are one and the same, meaning… we would be able to track an signal going from her into space!"

"I can't even begin to imagine how to do that," I muttered, "cosmic energy signatures is not my field."

"But it is mine!' Jane snapped, "I had instruments with me which should be able to track the energy readings. Theoretically I mean."

"If we went back to Earth, could you do it?!" I asked in a hurried tone.

Jane thought for a moment before nodding, "yeah...I think I can."

My eyes grew wide with hope, I opened to speak one more time, when suddenly, the ground shook.

BOOM!

"What the hell?!" Felicia cried out as slowly a dark shadow came over us all. And there, right above our head, looking like a great big shadow, was an armada that suddenly appeared out of the sky.

Ships big as Earth's residential buildings came down, swarming with small mobile pods. And leading them all at the vanguard was a giant black ship shaped like a cross.

"They're here," I hissed, my costume reacting to my thoughts, suiting me up. I snapped to Thor, "the cube!"

"Here," he said, tossing me the Aether, "it's safer with you! I'll have to bring up our armies and head them straight on, Peter, you must escort Jane and the dwarves underground, keep them safe!"

"What?! But I can fight!" I cried out.

"We all can," Jean stepped up as she, Felicia and Wanda morphed into their suits.

"Then do so by protecting our people, the civilians," Thor pleaded, "please Peter, this is not your fight, but mine."

"Bullshit! It's all our fights! And the longer we argue on this-"

"Thor!" we heard a cry as Sif and the Warriors Three came racing to the Prince of Asgard, all suited up.

"Sif," Thor nodded, "the palace needs to be put under lock down, I don't know why they are here or how, but we must assume they are here for vengeance against Asgard if not for the Aether."

"I've already called for a platoon, we'll be with you all the way," Volstagg grumbled with a node.

"Good," Thor then turned to me, "Peter...I cannot protect the king and queen and my people. I understand you wish to help, but please….I need you to keep my people safe."

I wanted to argue, to protest. To say I would be more help to him where I was, but….I knew he was right.

I sighed, "fine, but," I reached into my backpack and pulled out the Ebony Blade and looked to Eoffren, "you said the sword's effects on the mind won't affect an Asgardian right?"

The dwarf looked curious and nodded, "yes, exactly."

"Good. Sif!" I tossed the blade to her, she caught it with ease, moving it around with expert ease, "I'm leading this to you, understand? It's better in your hands than collecting dust with mine."

"I...I am honored," she nodded, removing her own blade and putting it aside, sheathing my in it's scabbard, "I'll use it to protect my home and return it once I am done, I swear."

"Good, now, we haven't a moment to lose," Thor turned to Jane, "I'll be back soon Jane, I promise."

"Go get them," she smiled and without another word, Thor spun his hammer and launched himself into the air, zooming through the Asgardian skyline. The world seemed to slow down as he went faster and faster towards the main ship. We could feel the electricity in the air. And then-

BOOM!

He crashed into the side of the ship, shifting it off course. The sound seemed to mark the beginning, because as soon as Thor began ripping that ship apart, the others moved to rain down hell on the city below.

"Alright, we have our jobs," I turned to Sif, "where can we escort the people?"

"Down there," the female warrior pointed at what looked to be a golden and brown subway entrance that I could have sworn wasn't there before, "in the event of an invasion the city has underground bunkers that we use to hide out people. Take them down there and nothing can hurt them."

"Right," I turned to the girls, "how do you want to do this? Team up or together?"

"We can cover more ground if we split," Jean said as she levitated into the air, "Felicia and I can take the East side, Peter, you and Wanda can take the West."

"Right," I nodded and turned out the dwarves who were looking at us with curiosity, "you three should get down there and hide, it wouldn't look good if we lost three ambassadors during a war."

"Are you kidding boy? This is the most excitement we've had in years!" Dvalin cried out in joy as he and his companions reached to their sacks and took out smithery tools they had repurposed as weapons, "we live for this boy! Or did Midgard's stories not tell you that we were warrior smiths?!"

"Of course, it's always with the fighting with you guys isn't it?" Wanda sighed.

"Either way, they help is appreciated," I activated my suit's thrusters and grabbed Wanda by the armpits, lifting her into the air, "move out!"

We split up and went our separate ways. I flew Wanda between the sides of buildings and just as we cleared out first turn we came upon a large square filled with people, being fired upon by soldiers dressed in black with plane white face masks.

"Drop me," Wanda cried out.

"What?!"

"Just do it!" she yelled.

I sighed, "fine!" I flew over the Dark Elves and let go. And she dropped down, the wind batter her red coat. But as she came closer and closer to the ground, I saw an aura of red kinetic energy building up around it, my sensors went crazy and I watched in awe as she collided into the ground like a cannonball.

 **BOOM!**

Dust and sand filled the air, the elves around where she dropped had been flung threw the air while the rest looked confused, pointing their guns at the smoke.

"Dark Elves of Svartalfheim!" came a raw primal cry for the smoke. There was a gust of wind which sent the closest Elves flying back as the smoke scattered, leaving a glowing Wanda Maximoff in a crater the size of car with hands alight with red energy the likes of which I have never seen her use before, "you aren't welcome here….so fuck off!"

She threw her hands out wide and a blast of energy knocked down every Elf around her.

Suddenly my spider-sense kicked in, I turned to see a small battalion of black fighter pods approach us, taking aim at the people below.

"Sexy, please as much power as we can manage to my repulsors," I ordered as I closed my fist, feeling the repulsors power up.

"Heyo!" I cried out, flying into the squadron and throwing my hands out, "and goodbye!"

Twin bursts of energy blasted the rows of ships apart, knocking three out of the air and alerting the others. I shot out two web lines and stuck the burning remains of the ships to the side of buildings, keeping them from harming the people below.

" _Peter, I belive you have gained their attention,_ " Sexy added as the rest of them began firing on me immediately.

"Kind of noticed that!" I cried out, doing my best to maneuver through them, when suddenly I felt my spider-senses kick in again, but I couldn't move in time to avoid the blasting, and I felt something hit me with enough force to kick all the air out of my lungs.

I flew across the sky and into a building, driving through the windows and into what looked to be an Asgardian living room.

"Damnit," I hissed, pulling myself together, "what's the damage Sexy?"

" _No physical damage to your person Peter, the vibranium in your suit absorbed all the kinetic energy,_ " the faithful AI replied.

"Huh...cool," I picked myself up and walked to the giant hole in the wall I made, looking down at over a dozen fighter ships all aiming their guns at me. "can you analyse their onboard settings Sexy? Find out what makes them tick?"

" _Yes, but it will take some time._ "

I couldn't fly out of this, no, I needed mobility, not speed. I smirked under my mask, guess it was time to go old school. I crouched and waited, waiting for them to strike, to move. And they didn't disappoint.

PEW!

The ship to my left fired. I jumped over the shot, landed on my feet and bounced out of the building and into the air. I landed on the cockpit window of the drone and looked inside to see the pilot look up at me in shock.

"Hey! You got a bug on your window! Might want to take care of that," spidey senses fired up, I jumped away just as another ship fired at me, getting and blasting their alley in the process.

"You just shot your own man? Aren't you guys supposed to be going extinct?" I landed on another ship and shot a web line, catching the shot down ship and swinging it with all my might. I felt my suit's internal support system kick in and aide me as I spun the ship like a ball and throw it into another.

The sound of their explosion was music to my ears. I jumped off the ship I stood on just as someone else fired on it, I danced through the gather drones, each one trying and failing to get me down.

I liked flying, more than anything. But it just wasn't me. This, jumping, leaping, swinging through the enemy, missing them by just a hair's breadth, this was me. Oh how I missed this.

I shot out webline, one after another, carefully moving each ship to fire on their own. I then webbed up the destroyed pieces, keeping them tied up in my cocoon of webs.

"Oye! Peter! Coming up!" I turned to see Wanda send several Elves flying into the air with her mind.

"Got them!" I yelled, firing several web bullet to past them against the sides of buildings, binding them to each other. I then turned to the last five ships and quickly moved to bring them down.

" _Peter, I got it! Their engines are located in the back of the ship, knock it out and you put them down._ "

"Got it!" I jumped to avoid balster fire. I leaped to the other side of city square and fired off a web line. I did this over and over, missing every shot they took at me by a hair's breadth while creating a thicker and thicker layer of webbing before moving to end this.

I threw myself at the back end of a ship, plunging my fist into its hulme before jumping off, watching it drop down like a sack of potatoes and bounce off the webbing trampoline I had made.

One after the other the ships fell until finally they sky was clear of those drones. I looked down and saw the Elves inside climb out, guns in hand, reading to shoot the webbing trampoline and crush the people under them.

"No!" I cried out, reaching out and sending five red ribbons out of my hands, grabbing their weapons, and pulling it free. I threw the blasters into the air and fired a repulsor blast at them, blasting them all to pieces.

I jumped, landing on the trampoline with them. They charged me, fists raised an a roar on their lips. It took me five seconds to knock them all out.

Webbing them onto a building I jumped off the trampoline and found Wanda standing over a small mountain of bodies, holding one Elf by the throat.

"Wanda!" I yelled.

She stopped squeezing her fist and turned to me, and for an instant, I saw the weapon HYDRA had designed. Seeing the destroyed land around ehr and the piles of dead bodies, I understood. She was powerful...deadly even. I had never seen this side off her when she was with her, I realise now...she must have just done a better job at keeping it hidden than I thought.

"You let some alive?" she asked, tossing the nearly dead corpse aside, walking off the mountain, "you should have killed them."

"They are going extinct, endangered, you wouldn't kill a panda would you?" I asked.

Wanda turned to the crowing people, they looked scared, though to be honest, they looked more scared of us than of the elves. "I would if the pandas were people people by the thousands."

"Alright...we need to move," I turned to the people, "you all need to get underground, where's the nearest way there?"

"T-through there," an elderly man pointed to an alleyway to the left, "there is a path to the bunkers there."

"Then that's where we'll go," I nodded.

"I'll take the lead," Wanda said as she moved, "come on! We don't have much time." I had to admit, this was a first seeing her so pro-active in leading, guess she just needed the right motivation.

I pulled up the back as we hurried the people to safety. Like the old Asgardian said we found a bunker entrance right out of the alley. As we guided the people through down though, the ground itself suddenly began to shake.

"What the hell?" Wanda asked as the people began to look worried.

"Look! The palace!" someone yelled, pointing to the golden castle to the North. If the streets looked like a war zone, the palace was like no-man's land. It was partially aflame and partially broken down. And approaching it now was a ship larger than the ones leading the Dark Elves. And the worst part was that i recognized the design.

It looked like a large cylinder that had been twisted around with flat ends on either side. I had seen Ronin the accuser use it, a gift from the Mad Titan himself. And I had seen Thanos himself use it to destroy the last remaining Asgardians. It was a ship from Thanos' fleet and it was part of the attack on Asgard.

"This is wrong, it shouldn't be here!" I cried out as I watched ships drop down like the shape of fangs, crashing down into the ground, breaking the nearby structures apart. I watched as those drop ships opened up, releasing hundreds of black four armed dog like creatures. They pulled out and began destroying everything in their paths and I realised that maybe this time, my actions may have triggered a change so monumental, that for once I wouldn't know just how this day would end.

"Peter! The sky!" Wanda cried out, pointing to seven giant rifts in the sky that were suddenly forming over us. I could see images in the rifts, one of fire, one of ice, one of greenery and one of Greenwich Earth.

"Right….world aligning disaster, forgot about that."

"What do we do?" Wanda asked in a worried tone.

"We….we need to stop them," I looked to the hordes of Thanos' warriors swarm the people, the Asgardian army had already put down most of the Dark Elves, but now were slowly being overwhelmed by the new enemies, "if-if who I think is on that ship, then we need to be prepared to leave," I turned out the Asgardians, "this place might not be safe, you all need to get into different boats and leave!"

"What?! Are you crazy?!" someone cried out.

"Listen to me! You are not safe in there! You aren't safe anywhere! All of you right now need to get onto the biggest ship you can find and fly out of this world! When the danger passes, you can come back, but until then you need to flee!"

"We will not abandon our world!" someone else cried out.

"Well then you stay here and die!" Wanda dried out, "but if the rest of you want to live...then run."

"T-the shipping yard," the old man form before spoke up, "there are many ships there. More than enough for us all."

"Then you get there and get the hell out of here," I told him.

"The others, they will need to be warned," the old man realised.

"I will do it," a young boy suddenly volentured, standing proudly before the group of civilians, "I'm the fastest runner in all of Asgard uncle Baeter, let me do it! I'll run to the other bunkers and tell them all!"

"But Stilius-"

"No uncle! I have to do this," the boy's eyes shined, "if I don't do this now, how will I ever call myself an Asgardian?"

Wanda and I shared a look, we were both very impressed.

"Alright, then you run and get help while the rest of you get the ships at the yards ready," the ground rumbled again, I turned to find the streets now swearing with those berserker drones, all moving towards the castle which was protected now by a barricade of soldiers, but I doubt they would last very long.

"We need to hurry, I'll tell Red and Felicia to do the same, their still within my telepathic range," Wanda said as she closed her eyes and began to focus.

I nodded in agreement, I turned to the people one last time and nodded, "hurry, we'll stall them as long as we can."

"Brave sir and lady! W-who are you?" the old man asked.

"My name is Peter, this here is Wanda, and we're from Midgard, just passing by," I smiled, ignoring their shock at finding that they had just been saved by a couple of humans.

Wanda and I turned to the main road and found ourselves at one end of a very large road that stopped at the Palace.

"Do you have an ideas?" she asked, "because I don't think I can take on those many of those….things."

"I….I think i might, but, to be honest, I'm not sure how long I can hold it on my own."

"What do you need?" she asked.

"Well, you have the power and I have the focus," I held out my hand, "team up?"

Wanda raised an eyebrow, "if this is some ploy to get me to sign up with your harem, you're so going to get your ass kicked," she placed her hand on mine and held on tight.

"Don't worry, I think you might enjoy this," I grinned as I closed my eyes and began to focus. I knew I had the power to make this real, but implying it was another matter entirely. I focused and slowly, the image came into my head.

"Woah!" Wanda cried out as I formed a red sphere of psionic energy around us and began lighting us into the air by forming a red pillar below us.

"Alright Wanda, link us up and help me make this thing," she nodded and did just that, her raw power being feed through my mind, creating the vision I saw.

Slowly the energy began to spread out, moving through the air, forming the skeletal structure and then the muscle structure of what I had in mind. Years of studying animal biology became useful to me, finally, as I used that and memories of the skeleton structure of a T-rex to make this idea a reality.

"Peter, you have got to be kidding me," Wanda said in part annoyance and amazement as the structure I created came alive around us with the sphere we were in serving as the heart of the psionic structure.

"This, is freaking AWESOME!" I cried out, throwing our hands into the air, a motion the structure we were inside mimicked as it also let of a cry of uncontrolled excitement and power.

It's jaws opened and out of its mouth came a thunderous roar that drew the eyes over everyone around it, " **SKREEEOOO!** "

 **With Jean and Felicia:**

"Get to the ships! Hurry!" Jean cried out.

"But what if they get us while we're flying off?" an elderly woman asked.

"We have your back ma'am, trust us," Felicia said in the calmest voice she could.

"And why should we?!" an older man cried out.

Just then two Dark Elves ran into the group of retreating Asgardians and got ready to fire, only for Felicia to pounce on them both, driving her sharp claws threw their necks, killing them without a second thought.

"I suggest you listen to my friend," Jean said as she telepathically flug the Elves to the air, "she has a very short temper."

They didn't say a thing after that.

"Where are Peter and Wanda?" Felicia asked as she cleaned her claws, "we need to regroup, whatever this new army is, I don't like our chances."

"I'm sure we'll find them, we just have to-"

" **SKREEEOOO!** " the roar cut through their conversation. Felicia and Jean shared a look before Jean flew into the air, carrying Felicia with her as they cleared the Asgardian skyline and saw a red giant structure standing before them.

Felicia's jaw dropped, "Oh. My-"

"-Did they-"

"-Yes."

"But….how?"

"I don't know."

 **The Palace:**

The soldiers were being pushed back. The Outriders were weak alone but strong in mass. And they there were in mass that's for sure.

The soldier would never admit defeat, but they all knew they would die here, right now would be their last stands. They would die protecting their people, their only hope now would be a peaceful end.

And then, came the sound that would be spoken about in Asgardian mead halls. It may be forgotten over time, but, for at least the next thousand years it would hailed as a victory cry to beat all victory cries.

" **SKREEEOOO!** "

The Outriders, for a second, turned their attention to the roar. To the gigantic red beast that had suddenly appeared on the main road leading to the palace. The beat stood on two gigantic legs and was half the size of the palace itself. It resembled a dragon of sorts, sav no wings, instead it had coral like fins running down it's back and two small arms with a massive swinging tail behind it.

For a second, the soldiers feared that death would be upon them all. If that thing was an enemy, they would all die. But then, it spoke.

" **I'M GODZILLA BITCHES!** " it charged, it's massive steps shaking the ground. It leaped into the air, a feat seemingly impossible for something of its mass. And then.

 **BOOM!**

It landed right in the middle of the Outrider army.

I spun, it's giant tail serving as a scythe as it cleaved down all the monsters around it. It stepped its feet on their numbers, killing hundreds with each step. It came closer and closer to the palace, and the soldiers felt hope cleanse their souls once more.

"For Asgard!" they cried out, pushing the destable Outrides back several feet.

And then, the monster deployed it's most devastating blow against the Outriders yet.

It's heart began to glow bright, for the more observant of the men, they noticed to people inside that thing, one red and the other black. The red one's eyes were glowing, their hands alight. And slowly, the monster, this Godzilla, opened it's maw, and out came a red blast of energy that cleaved right through the Outrider's army, parting it in half.

"My the All-Father," the captain of the gaurd whispered, "what is that?!"

" **SKREEEOOO!** "

And then, as soon as it came, it vanished. Disappearing into nothing, leaving behind two individuals, who flew across the sky, over the army they had just reduced to one-thirds and into the golden palace.

"Sir….what is going on?" a soldier asked.

"I don't know….but one thing's for sure, I think they are on our side."

 **With Peter and Wanda:**

"Th-tha was exhausting!" Wanda painted.

"But so fun," I replied, feeling my own energy near empty, my suit taking control and flying Wand and I away into the palace.

"Tiger! Wanda!" we landed on the palace balcony just in time to see Jean and Felicia arrive, landing before us.

"Did you seriously just make a Godzilla out of Psionic energy?" Jean asked, her eyes still wide with shock.

"You could do that?!" Felicia joined in.

"No normally," I admitted as Wanda and I slowly managed to pull ourselves together, "but with Wanda's power, we kind of managed to pull it off. Though it seriously wasn't enough. I mean, it lasted maybe five minutes before we had to stop."

"Yeah, but in that five minutes you destroyed more than half of those things!" Felicia yelled, "damn it, now I'm regretting not having psychic powers as well!"

"Yeah well, maybe next time we-" I stopped, my spider-sense started to hit me. Hard.

"Tiger? Is something wrong?" Jean asked with worry. I turned around, and there, flying over ahead, was the ship, his ship. And lowered down from it was a small vessel, carrying what looked to be two people.

The gigantic war ship then began to fly away, moving further and further away from Asgard, while the vessel it released came down before us on the balcony, the two people on it stepping out to massive sizes. I recognized both of them at once.

" _ **I shall admit,**_ " the first one spoke, standing at nearly thirty feet tall. He was burning, literally cloaked in flames with a crown in the shape of a 'V', a broad sword strapped to his back and a tail swinging behind him, " _ **your abilities were impressive. I planned on taking my sweet time, watching Asgard burned before I finished the job myself, but it would seem I will have to fight myself.**_ "

"No need," his companion growled. He was also massive, nearly half the fire giant's height. He looked like he could make the Hulk look like a twig with massive arms and horns on chin. He wore a black sleeves vest with a black uniform, a red and blue banner divided by gold tied around his hip and a massive pickaxe like tool strapped to his back, "my father sent you to complete a mission, it will done."

"Surtur," I whispered at the flame covered demon, "Obsidian."

" _ **Oh look, he knows of us, lovely,**_ " the aging demon chuckled before coughing out hard.

Obsidian threw him a look, "enough talk, you head down to the treasury, I'll cleave you a path," he drew his weapon and turned to us, "remember our deal Surtur, Asgard falls-"

" _ **Yes, I know,**_ " the demon growled.

"The hell it will," I growled, stepping forward.

" _ **Oh, and you and these women are planning to stop us? Hm?**_ " he chuckled.

"Yes," Wanda's eyes glowed, "now shut up and fight."

" _ **Very well,**_ " Surtur smiled, " _ **but don't say I didn't warn you.**_ "

"ARGHH!" Obsidian swung his weapon, the head of which detached and flew out with a chain attached behind it.

I jumped forward and over the weapon, kicking it of course before webbing it to the ground. "Didn't your mother ever tell you it was rude to throw deadly weapons at strangers?"

"ARGH!" Obsidian pulled, ripping his weapon off the ground before swinging git back at me again.

"Let's dance asshole," Felicia said, throwing multiple smoke bombs at Surtur, cloaking the Demon in black smoke.

" _ **Pitiful,**_ " the demon said as it swung it's blade, clearing the smoke out, just in time to see Wand and Jean telepathically throw a marble pillar at his head. Without barely an effort, he raised his blade and cleaved through the rock.

"Stop playing around with the females Surtur! Get to the vault!" Obsidian ordered as I webbed his eyes before summoning a magical whip and grabbing his weapon and pulling it out of his hands.

" _ **Very well,**_ " Surtur snorted as he brought his blade down. It struck the marble floor and the shock wave sent the girls flying away.

"No!" I cried out, distracted for a second. Obsidian used that second to pull the webbing out of his eyes and leap at his weapon, grabbing it in midair and pulling it back, hard, snapping my magical whip in the process.

" _ **Die, peasants,**_ " Surtur leveled his blade at the girls and threw his power forward. A blast of fire came right for them.

"No!" I sent a repulsor blast at Obsidian, hitting him right in the face, blasting him across the balcony before turning back. I was about to summon shield to protect them, when suddenly Jean crawled forward and threw her hands up in protection.

KRAKOOM!

Fire net fire as Jean gritted her teeth. Her hair flowing back as somehow Surtur's flames were being kept at bay threw Jean's pure will alone. The flames seemed to burn the ground around her, but she was unharmed.

" _ **Impressive,**_ " Surtur said, stopping his flames, " _ **to have stopped my flames alone, you have such raw power,**_ " Jean dropped her hands, covered in sweat. Surtur leaned in his eyes narrowed, " _ **how? How is this possible? What….are y-**_ "

"HEY ass wipe!" he turned, just in time to see two giant canon coming out of my arms aimed at his face, "fuck off!"

 **BOOM!**

Surtur cried out in pain as he was blasted through half a dozen walls, going right into the throne room of the palace where I saw Odin and Thor fighting Malekith and his forces.

"What the-Surtur?!" Odin cried out in horror.

" _ **Odin,**_ " Surtur spoke as he got back up, seemingly unfazed by my attack. The two stared each other down.

"Thor, handle Malekith and protect your mother," Odin and Surtur began to circle each other, "I have a fire bug to crush."

"ARGH!" I turned, just in time to see Obsidian try and tackle me. I leap over him and blasted him in the back, knocking him down to his knees.

But Obsidian was relentless, he got back up and continued to attack with his weapon. He attacked me constantly and viciously. "ARGH! Stop moving around!"

I landed on the balcony and squatted, "hey, it's not like I want to die. What kind of idiot do you take me for?"

"A dead one!" he roared as he charged at me, I waited for the last minute before jumping away. He crashed through the balcony railing and roared as went flying down. I thought I was in the clear when suddenly his weapon's head came flying up and grabbed my leg, dragging me down with him.

I was pulled down, I flicked my wrist and with a 'skit' my stingers came out. I swiped down and cleaved through Obsidian weapon with ease, freeing myself. I levitated in the air and watched the servant of Thanos crash down into the Castle grounds below.

I slowly came down, watching him for any sudden movements. I approached his body cautiously, he was still, not moving. But I knew he was alive, I could hear his heartbeat. He was faking.

I took another step closer when he suddenly got up, "GRAH-ack!" his roar was cut shot as he looked down and saw my hand sticking into his chest. His chest began to leak blood out, gush it. This was the first time...the first time I killed someone with my bare hands. But for all the lectures I had given myself on why it was morally grey, I could honestly say I felt nothing.

He dropped back down, his eyes rolling to the back of his head. He didn't have a heartbeat anymore. Hell, judging by the amount of flesh I had ripped though he barely even had a heart anymore.

I stepped back and was about to fly back up to join the girls and when I saw a device attached to the side of his hip beginning to glow. I reached down and picked it up. It was a small circular disk, I tapped the button to the side, and suddenly a hologram came alive over it.

" _Obsidian, is it done?_ " he was just as….purple as I thought. He wore a helmet, but i could make out it was hime. That ball-like chin couldn't have belonged to anyone else.

"I'm sorry, but your ugly big friend can't come to the phone right now. Can I take a message?" humour was always my best defense mechanism.

" _You….are not Obsidian._ "

"No shit Sherlock."

" _Who are you? Where is my son?_ "

"Dead."

I see his eyes widen for a fraction of a second, " _my Black Order cannot die to such ordinary people...who are you?_ "

"Me? Oh, I'm no one….but if you ever think about attacking this world or any world again, then I'm your worst nightmare."

" _You know who I am?_ "

"Yeah...Thanos."

" _Then you know what I do...you have seen my forces. What I have sent today to Asgard is just a fraction of a fraction. You cannot hope to stand up to my armies, you cannot hope to win._ "

I leaned in close, "kiss my ass purple man," and crushed the disk in my hand. I dropped the shattered object to the ground and sighed, even as a hologram, I had to say, that guy was one intense mother fucker.

I blasted back up to the balcony, just as the girls were getting back tot hier feet.

"Are you alright?" I asked, helping Jean steady herself.

"A little tired but….I think I'll manage," she admitted.

"How did you do that?" I asked, "I've never seen you so...strong?"

"I-I don't know," she rubbed her head, "but I...I can feel it Peter….that power? I can feel it now. It's not there in the back of my mind anymore, it's here, at the very edges of my fingers. And I...I think it's getting stronger."

"But why now?" Felicia asked, "what's changed?"

I looked up at the sky, the worlds were coming closer and closer, "it must be something to do with the Convergence….I don't know what but….we don't have time for this. Jean, whatever you do, don't use that power again. The Phoenix will scenes you and come after you...please Jean, be careful."

"I understand Tiger," she nodded.

"Right, let's see if Thor needs help," we nodded and rushed, jumping through the holes in the walls Surtur made when I blasted him, arriving at the throne room. Just in time to see Odin get blasted back on his ass by Surtur.

" _ **You have gotten old Odin,**_ " the fire giant sounded pleased, extatic even, " _ **I'll admit, if my new well wisher hadn't given me the embers of Oaugi to recover my strength, I too may have been feeble like you. But I am strong! And you, will die with the rest of your people. For today, Ragnarok has co-**_ "

THUNK!

Mjolner hit him up the head before returning to Thor, "sorry. But not today."

"Thor! Do not ignore me!" Malekith cried out. The rest of his army had been brought down it seemed, only he remained standing, "you and your father will pay for this!"

" _ **Enough!**_ " Surtur roared as he smashed his sword into the ground. The enetier throne room began to shake.

"Hold onto something!" I cried out as I grabbed Jean and Wanda, Felicia already on one pillar, climbing up using her sharp claws.

The ground broke apart, a giant hole forming before Surtur. The ceiling broke down, I watched as the visage of Thor and Loki came crashing down revealing the truth of Asgard behind it, Hela and Odin in a sea of blood.

" _ **Look Asgardian,**_ " Surtur pointed to the ceiling, " _ **that is your true legacy! Of war! Of destruction! And now, it's time to end the reign of the cruelest dictators in the whole known galaxy!**_ " and with than, he jumped into the pit, going down into the darkness below.

"NO! Vengeance will be mine!" Malekith cried out as he tried to charge Thor with a blade in hand, only for Sif to come between them, blocking the Elf with the Ebony blade and cutting his right hand clean off.

"Go after him!" Sif yelled back. Thor gave her a node before he did just that, jumping in after the demon.

"I have failed," Odin whispered as he got back to his feet, "I am so old, and I have failed."

"My love!" Frigga called from behind a pillar as she rushed to her husband's side, helping him to his throne.

Odin looked up at the mural on the ceiling, tears coming down his lone eye, "I'm sorry...I am so sorry. My age… my power..."

"He will stop him, our son will stop him," Frigga promised.

"Yes….he will," Odin turned to us, "boy, go, help my son. I promise, save Asgard and you will be our allies till the end of time."

"Okay...but more because Thor's my buddy," I turned out the girls, "you all up for one last fight?"

"Bring it," Felicia said as she dropped down besides us.

"I will come s well," Sif said as she turned to me and nodded.

"What about Malekith?" I asked.

"I may be old, but even I can protect my wife," Odin growled as he pointed his spear and blasted the maimed weeping elf, sending him flying back into a wall, "you will not die just yet cur. For the crime of threatening my wife, you will wish for death, but will never get it. This I promise."

I didn't know what to say, so I shut up. Which was an odd thing for me to do. We approached the hole Surtur made and jumped through. Sif free falled while the rest of us floated down telepathically.

We landed at the beginning of a great hallway, decked on both sides by walls made of stone. "Where are we?" Wanda asked.

"The entrance to Odin's treasure room," Sif said, "come quick, we haven't a second to lose.'

We rushed through, I looked around and saw several items of power. For a second, I thought I saw the infinity gauntlet, but then I realised it was a fake, like Hela said in Ragnarok. Though it did have me wondering, what was Odin doing with something like that in the first place?

We past by several other treasures, one of which I recognized. The Space stone. I wanted to grab it, I really did. But if Odin found out it could mean war with Earth, something no one wanted. So I took my attention away from it and back to following the sound of battle.

We reached the final chamber in the hall, just in time to find Thor on his back, Mjolner tossed aside and Surtur with his blade up, about to strike Thor down, " _ **let the legacy of death die with you, Odinson.**_ "

"Sorry, but if anyone's going to kill that oof, it's going to be me," came a cheeky british voice as suddenly Loki appeared out from under an illusion, holding in his hand what looked like a sub-par version of the tesseract.

"Loki?!" Thor cried out.

" _ **What?!**_ " Surtur turned, just in time to get a blast of cold air come hit him straight in face. Blasting him aside, right into a light brazier.

"Yes, yes, it is I, come to save the day once more," Loki smirked, "I was going to escape with some of Odin's best treasures, but really, who does this fire big think he is?"

"Loki what have you done?!" Thor cried out, summoning his hammer and getting back up.

"I believe I just saved your life, a thank you would go a long way you know?" he snorted.

"A thank you?! You threw him into the Eternal flame!"

"Yes, which burns anything that goes into it, including him," Loki snorted.

"No! It doesn't!"

"Thor, don't be silly, of course it-"

KRAKOOM!

Out of the flames Surtur stood up once more and smirked. Loki turned to Thor, "we should run."

"RUN!" we all turned and ran. The chambers began to heat up, the air almost unbreathable as we got back to the hole we came out of and flew back up.

"What happened? Is he-Loki?!" Odin cried out in surprise.

"Run!" was Thor's one word reply.

"I knew it! It's always you isn't it Loki?!" Odina cried out in rage and he and Frigga followed us to the balcony.

"Bad parenting later, running now!" I yelled. We all leaped off the balcony. I grabbed Felicia and Sif. Thor took Loki and Odin his wife. We flew through the air and landed on the roof of a nearby large structure. We turned back, just in time to see the entire palace exploded into stone, gold and fire.

" _ **I AM ALIVE!**_ " Surtur roared as he grew to hieghts I couldn't even imagine anything alive being. " _ **AND NOW, ASGARD WILL FALL!**_ "

Just then, a fleet of Asgardian ships suddenly flew in, blasting Surtur in the face.

" _ **ARGH!**_ " he cried out, trying to swat them away, but failing. I looked around and realised that there were ships all around his, most of them filled with Asgardians, the people we had saved, they had come back to try and save us.

"They are keeping him distracted, but they can't do it forever. We need to stop him," I turned to Odin, "do you have anything? Anything that can help us?'

"I-I..yes, we could trap him, inside the palace," Odin turned to Thor, "if you charge the energy powering the castle's barrier it could by us a few minutes!"

"What good will a few minutes do?!" Loki cried out.

"It's better than nothing boy!"

"YA!" Jean grabbed her head and dropped to her knees.

"Jean!" Felicia, Wanda and I were at her side, holding her steady as she began to shake, "Jean? Are you okay?"

"The girl's scared is all," Odin dismissed her and turned to the fire giant, "Thor, take away his blade, without it, Surtur won't be able to break apart Asgard!"

"Yes father!" Thor spun his hammer and with a battle cry heard all through the land he began attacking Surtur, though it looked more like a fly hitting a wall that an epic battle.

"Loki," Odin turned to his foster son and sighed, "Asgard needs you….will you help us?"

"And why must I? You threw me in a cage!" Loki roared.

"You tried to enslave my world asshole!" Felicia cried out.

"And?" Loki snorted.

"Loki...please, for me?" Frigga begged. The man looked like he wanted to object but just sighed and nodded.

Odin nodded, "thank you...the casket you hold Loki, was made to be used by a frost giant...it's true power only you can awaken….do you understand?"

"Yes...father, I do," Loki nodded, he walked forward, I watched as his skin began to turn blue, his eyes red. He held out the casket with both hands and for a second, it felt like winter itself had come for us all.

That was before the casket had all it's chill turned down towards Surtur, hitting him in the gut like a cannonball.

" _ **OF!**_ " he gasped, holding his stomach in pain. The momentary distraction allowed Thor to knock Surtur's sword free of his grasp and hit it across the city.

"We can do this, we can actually do this," I whispered.

"Peter!" Jean hissed, I turned and gasped at seeing the tears in her eyes. She looked at me, begging, pleading, "I can hear it Peter. I can hear it speaking to me."

"W-what is it saying?" I asked.

"I-It's saying it can help...it can help me defeat Surtur," she whispered, " _Peter, I can save us...all of us._ "

"No, Jean, no!" I cried out, "fight it Jean! We don't need it, can't you see?! We're winning!"

"What is the girl on about?!" Odin demanded.

I opened my mouth to tell him it was nothing, but before I could, Jean cried out, "the Phoenix! It's coming!"

" _ **SONS OF ODIN!**_ " Surtur roared as he swung his fist down at Loki, only to have Thor knock it aside with Mjolnir, " _ **INSOLENT PESTS! NO, WORSE THAN PESTS!**_ " and with a well aimed swat, he got Thor with his fist and sent him flying down into the ground.

"THOR!" Frigga cried out in horror.

" _ **AND NOW, THE ICE!**_ " Surtur reached for his blade and raised it into the air. He swung the weapon, sending a wave of fire out, making Loki's chilling winter into a soft summer breeze.

KRACK!

A split came down the middle of the Casket of Winters as ti shatter in Loki's hand. The frost giant was blasted back, Frigga managed to grab him and hold him, though he was undoubtedly unconscious.

"Girl! Do it! Do it now!" Odin cried out, prompting Jean, "if you don't, everyone will die!"

"No, Jean, don't-'

"-Shut up boy! There are thousands, hundreds of thousands of lives at stake!" Odin roared, turning his one eye on Jean, "and you can save them all. Just say yes."

Jean's eyes went wide as she suddenly stopped shaking. She turned to Felicia and then me, and with a smile, she whispered, "I love you… both of you and I…..I am sorry." I opened my mouth to object, but just then, two flaming orbs replaced Jean's green eyes as suddenly, a cry took over the battlefield.

" **KRYA!** " it came out of one of the rifts in space caused by the Convergence. We watched as what seemed like a second sun came out of these rifts in space and time, taking on the form of a bird.

This raptor spread its wings, it's edges covering the whole of Asgard, towering even over Surtur himself. It looked down at us, us, less that ants in it's preakness. And it picked one of us to inhabit.

I watched, helpless as Jean was covered with a column of fire, carried into the air, limp, almost unconscious. Her hair flew up, spread out. The planet sized bird began to shrink, becoming smaller and smaller until it created a stream of fire that entered Jean's body.

And then, silence.

Even Surtur was silent as we all watched the levitating girl in the middle of the air with a golden aura and flowing red locks.

And then, she opened her eyes. And instead of the eyes I knew, I grew to love, orbs of fire had taken its place.

" **Begone,** " were the first words out of Jean's mouth as she flicked her hand at Surtur.

And the result was an explosion. And explosion so bright and powerful I threw everyone, even Odin himself off our feet.

 **KABOOM!**

I grabbed Wanda and Felicia and covered us with a psionic barrier, getting the brunt of the damage. Wanda did her best to supply me with energy, but she was still tapped out.

We were septn flying through the air, the world itself seemed to be on fire as the wind howled over us, the sky was ablaze with light, and ground seemed to splinter down in half.

We landed on one of the main roads of the city, on top of a broken down building. I released the girls and as one we all looked up. Surtur was gone. Not a trace of him remained. The only one left standing, was Jean.

"Jean?" I whispered.

For a second, I thought she heard me as she turned. She turned and looked at me. But those burning orbs didn't recognize me...they didn't love me. And without another word, Jean began to fly away, into the sky of ripples and tears in space, and vanished without a trace.

"No..." I whispered, dropping down to one knee.

"W-where did she go?" Felicia asked.

"I-I don't know," I replied.

"Peter...what are we going to do?"

I was quite. Silent. And then, from the sky, I saw a ray of light come falling down to us, landing before the two us. Inside that light, was a feather, a single feather. It was a sign, a message.

"...get her back," I reached out and took the feather in my hands, holding Felicia's hand with my other, picking myself back off the ground, "Jean...she gave up her freedom to save us….we're going to get her back."

Felicia squeezed my hand and nodded. We looked out at the sky as the ripples in the universe began to split apart. The Convergence was over, never to be seen again for five thousand years. We would have to start there, I just know it….somewhere out there… Jean was waiting for us.

* * *

 **Damn that was a big one. Also, I apologise for the late update, but the entier website seemed to not work as I kept getting the same message of the servers being down. Belive me, I kept trying till two in the morning local time.**

 **Anyway, yes, the next few chapters will be a race through the cosmos to find Jean and bring her back. And while that happens, of cource trouble will be brewing up in Earth.**

 **I've read you reviews and realised just how much more melodramatic I've been, personal reasons, sorry. But hopefully with the new space-adventure angle I can bring things back on track.**

 **As always, if you have any suggestions on the planets Peter should visit or the adventures he can have, leave it in the reviews.**


	71. EXODUS

"Argh," I grunted, pulling the broken chunk of building over my head, revealing the dozens of people trapped under the rubble. They were huddled together, afraid. Children, women and men.

I smelt their fear, I could understand why. They couldn't see my face, I might as well be one of those that had invaded their land for all they know.

"It's okay," I whispered, my mask seeped away from my head, showing them my face. I smiled, as softly as I could, "it's all over now. You can come out."

They nodded and slowly shuffled out. I held the debris over head until they did before I dropped it back down with a bang.

"Everyone! Get to the palace! We'll have food and places to sleep setup!" Volstagg bowled as he helped guide the injured people. He then turned to me and nodded, "where next?"

I closed my eyes and opened my senses, immediately I heard a mixture of desperate thoughts from the corner of a mountain of ruble to our left."There," I pointed to the rubble, jumping over, Volstagg right behind me.

It took some effort, but I slowly managed to pull the rubble up. A huge slab came sliding down the rubble above. Before I could even warn Volstagg, the giant of a man managed to grab hold of the slab and throw it aside easily.

"Damn, why aren't you doing the lifting?" I gave a strained chuckle as the people inside were slowly taken out and guided to the palace.

"My strength may be greater than the average Asgardian, but it seems that yours dwarfs mine."

"It's nothing really," I grunted, dropping the rubble, patting my suit, "it's all this really...when I designed it I thought I had figured out everything...I expected it to be the end all be all of suits. I don't mean to brag but it was literally the most cutting edge technology on Earth. But now..." I looked to the ruined palace, to the ruins of where I last saw Jean, "now I realise just how far I have to go."

"Progress has always been something I admired off you Midgardians," Volstagg admitted in rough voice, "Asgard itself, I'm sad to say, hasn't experienced much change over the last thousand years...though I must admit the lack of a need for further developments is one of the reasons."

"I would say I now have a need," I looked out at the destruction once again and then the sky, where a ripe in space had taken away someone I cared about deeply.

"You going after her lad?" Volstagg asked.

I nodded, "yes..."

"You don't seem to be in much of a hurry."

"Jean is currently being possess by one of if not the most powerful cosmic entity I have ever known. What am I going to do? Steal one of your ships and head out into space with now plan? No….I can't jump into this blnd...she'll be safe...lonely, but safe."

"Aye...you speak the truth. I doubt there is much that can harm her now," the man grumbled, rubbing his beard, "come, we have finished this sector, let us go back. I'm sure even you are starting to feel staggered."

"Yeah...a little," I followed him, my mind focused. The past few hours I let Sexy guide me throught he wrckage, I was operating on the least needed brain power to rescue the trapped Asgardians, the rest of the time...I was making a plan.

When I joked about rushing off to save Jean, I had lied. That was exactly what I wanted to do. But before I did, Felicia had stopped me, she reasoned with me, she calmed me down, and she forced me to think.

I had forgotten how amazing that woman was.

" _You saw that thing. How do you even plan on beating it? How? It was bigger than a planet Peter!"_

" _I-I-"_

" _-We're getting her back Peter...we are...but we need time to prepare, because right now? We aren't going to last a second."_

And she was right. My pride hated to admit it, but she was.

We made it back to the place where the entire building was filled with wounded Asgardians. I spotted both Wanda and Felicia helping distribute food and medicine, helping wherever they could.

I noticed the bruising slowly forming on Felicia's features, I noticed the way she seemed to favour her left hand. Nothing was broken...but she was still just human.

I added that problem into the checklist I was making in my head.

We would need a way to move, a way to fight, a way to track Jean and a way to defeat what can't die.

I walked over to one corner of the hall and sat down, observing everyone, silent, thinking.

The Tesseract, I would need it...but I can't make a play for it right now. No...not now. Odin's eye would be everywhere….and I don't think I can control myself if I saw that man right now.

"Sexy, open a new project file. Title: Exodus," a holographic display came up in my HUD. I began mentally assigning tasks into the file, ideas I would need and could use. I was slowly drowning in work before a voice pulled me out.

"Peter," I dismissed the file and looked up, Thor smiled down at me, a look of pity and politeness, "are you alright?"

"I'm fine," I replied, "and Jane?"

"She was on one of the ships that helped distract Surtur. I found her, she's alright," Thor nodded as he sat down besides me, placing Mjoneer between us.

I eyed the hammer for a second, the question coming into my head. Was I worthy? Thor seemed to notice as he smiled, "do you wish to try?"

"I….no," how could someone as blind as me be worthy? No...a worthy man wouldn't have failed his loved ones.

"Where's Loki?" I asked, shifting the topic.

"Back in his cell," Thor sighed, leaned back, "after his actions...mother is trying to reduce his sentence. Says him trying to help us was proof of his true intentions."

"What do you think?"

"I think my brother is a lot of things...but his actions on Midgard cannot just be forgiven, nor can it be forgotten."

"You want my advice?" Thor nodded, "forget it."

"I thought you off all people would oppose his release Peter. After all, it as your home he attacked."

"And while I hate him for that, we have much bigger things to worry about," the image of Thanos flicked through my head, "plus he's your brother Thor, it doesn't pay to hate someone forever. Remember what he did...but don't hate him for it."

"I see….what about you Peter? Do you...wish to go after Jean?" Thor asked, "if so, then I will give you all the aide I can, as Prince of Asgard I swear, if it's possible, I shall have it done."

I nodded, "thanks….I'm going to hold you to that Thor."

"I hope you do. Now come, food is being prepared, you can dine with us at the mead hall."

"Will your father be there?" I asked quickly.

"No...he will not. He and mother at back at his treasury, ensuring none of the artifacts have been stolen."

"Good," I got up and followed him across the long corridor of the palace. As we did, I looked up and saw the broken mural on the ceiling over the throne. The sea of blood that was hidden just behind the previous golden mural.

"Thor," I stopped, I gained the god's attention as he looked at me, waiting, "do you see that?" I pointed at the mural.

Thor's eyes widened, "what is that? I have never seen it before."

"It was hidden behind another painting, ask your mother and father who that woman in black and green is. And ask why she is holding what's meant to be your hammer in her hands," I spoke out, carefully avoiding spoilers from Ragnarock, while at the same time, gaining Thor's attention.

Odin would be forced to explain. Forced to admit that he was a failure of a parent, not just once or twice, but three times. It was a small victory, but still a victory.

"Yes….I think I should," Thor replied in barely as whisper as he focused on Hela's face, almost as if he was memorizing it.

We continued walking to the mead hall and as we did I began to realise that I had basically just thrown Ragnarock out the window. With Surtur dead, if Hela did ever come back, Thor would have no way to stop her...unless I found a way.

Another problem I now had to try and solve.

We walked into the mead hall, I immediately spotted Felicia and Wanda sitting in one corner while the rest of the hall celebrated loudly and happly. "I should go," I told Thor, and without another word, joined Felicia and Wanda at the end of the hall.

I sat down next to Felicia, my mask disappearing as wrapped my hand around hers and squeezed. She smiled back and leaned on my shoulder, the silence was pleasant.

"And then those pathetic worms ran like the dogs they were! By the time Surtur himself came, those Outriders were long gone, along with those stupid ships! Which ever coward tried to attack Asgard learned a valuable lesson today!"

I turned to see who was talking like such an idiot. Oh, Fandral, no wonder. The blonde idiot laughed as he downed a mug of mead before demanding another, all the Asgardians were feasting, jolly, happy.

"I don't understand how they could celebrate at a time like this," Felicia hissed with narrowed eyes, "people are still hurt."

"It's viking culture," Wanda explained, "after a great battle, they celebrate, to lift people's spirits up and honor those who have passed….I guess the grieving is done some time later."

"I suppose that makes sense…." Felicia relented.

"So," Wanda turned to me, "what's the first step to your amazing master plan?"

I raised an eyebrow, "why do you think I even have one?"

Wanda snorted, "it's you. You always have one. So? What is it?"

"I'm...still working it out," I shook my head, reaching for a jug of mead and taking a sip. I had to admit, the sweetened drink was quite strong, even for me. I had shake my head with a sigh, "damn that's strong."

"Even for you?" Felicia asked with a surprised tone. I passed her the mug, she took one sniff before her eyes shot open, "damn! These guys can drink!"

"We should bring a casket for Logan," Wanda suggested, "he would love this. Better than that Canadian shit he always drinks."

I shrugged, "I'll ask the chef," I looked at the food at our table and sighed, "we should eat something, keep our strength up..."

"Yeah," Felicia replied, though she didn't really move to get anything. I sighed, grabbing two plates and filled them up with food, passing them Wanda and Felicia. "What about you?"

"Getting to it," I replied as I started making a plate for myself, but just then I noticed Sif leave her table and approach ours. I turned towards her and nodded, "Lady Sif?"

"Spider," she nodded, her stoic face turned to one of sorrow as she bowed, "I am sorry for what happened to your lover….it was a great sacrifice she did...but I cannot bring myself to wish she didn't. She saved my people doing what she did, for that she has my gratitude."

"Thanks...though if it's all the same to you, I think we would rather have her back," I said, squeezing Felicia's shoulder.

"I understand," Sif nodded, she unsheathed the blade to her hip, the Ebony blade shinned with a dark aura, "I have come to return your blade Spider. It was...amazing. I have not gotten the privilege to own an Uru weapon, I thank you for the chance to do so, and use it to protect my people."

"I'm glad it helped," I took the blade, it looked brand new, almost as if the battle and the blood it she'd had made it more alive than before. I narrowed my eyes, the blade would have to be changed...and I think I just found the first step in my plan.

I looked around and noticed the three Dwarves who had come to visit before the war began sitting near the main table in the hall, the whole table used up by just the three of them as they squatted down with heads bent so as to not hit the ceiling.

"Lady Sif, if you'll excuse me," I got up and nodded to her. She nodded back and walked back to her table. I turned to the girls, "I'll be right back."

"Hurry back," Felicia replied before she turned to her meal, playing with it while eating just small nibbles.

I held the Ebony blade in hand, walking over to the Dwarves' table. They noticed me arpach them as Eoffren greeted me first, "ah, Peter, glad to see you. Saw Sif wield that blade of yours, have to say, even with such shoddy workmanship it moved like one of us had forged it."

"Yeah...about that," I held out the blade, gaining their attention, "you mentioned that you could remake the blade yes? Could you do so now?"

The dwarves looked to each other. Silent messages passed between the three, it was Dvalin who finally spoke as he pushed his gigantic plate aside, "and what will you give us in return?" I looked at him, confused. He snorted and continued, "surely you don't expect us to work for free do you?"

"How would I even pay you? I doubt you take dollars," I snorted.

"No, but, we do trade in another form of currency, one more universal," Dvalin smiled, rubbing his beard, "knowledge."

I raised an eyebrow, "I see….and that is?"

"Unstable molecules. Teach us how you made your clothes, and we shall rework your weapon," Dvalin explained, "we shall remove its negative emotional amplifiers and even put in additional charms you would require. But in exchange, we wish for you to teach us about your inventions."

I was about to reply instantly, eager to gain a weapon which could help me get Jean back. But, before I spoke, I stopped myself. I smelt it off them, greed, eagerness. They wanted my invention badly, meaning I had room to negotiate.

"No," I spoke.

They looked surprised. "Are you rejecting our offer boy?" Moavin growled, doing his best to look intimidating.

"Yes," I snorted, pulling the blade away and putting it into the container on my back, "the trade you ask for is too much...too important. You don't give me something of equal value for it, it's not a fair deal."

"We offer to give you an Uru weapon and you say it isn't a fair deal? Are you hit on the head boy?!" Moavin growled, smashing his hand on the table in rage.

I crossed my hand and held my stance, "stop barking Fido. I can see through your bullshit… what you offer is one weapon, in return, you want a way to make sure that all the weapons you make from now on will be virtually indestructible. That's what my unstable molecule formula will allow you, an unbreakable armory. So how is that fucking fair?"

The dwarves looked angry, beyond pissed. The Asgardians were worried, I smelt it off them. Even Thor was rushing over to try and defuse the situation. But I wasn't worried. For one simple reason, I can smell the excitement roll of the dwarves...they were excited.

"Ha!" Eoffren laughed, smashing his fist on the table happily, "I told you he wasn't dumb enough to have that trade work on him!"

"Whatever," Moavin snorted, passing his friend a bag of coins which Effren happily accepted.

"Alright lad, you caught us," Dvalin snorted, sipping his mead, "aye, the trade we offered was a rotten one. What do you want?"

"You said it yourself, there is only one universal currency, knowledge," I narrowed my eyes, "a trade for a trade. You teach me how to forge your weapons, teach me to become a smith like you and I'll teach you the method to create unstable molecules."

"Are you daft?!" Volstagg cried out, jumping from his seat, "the dwarven methods of forging are some of the universe's most highly guarded secrets! You would be killed for even suggesting it!"

"Teaching you is not a choice we can make," Dvalin spoke, ignoring Volstagg proclamation, "we will have to consult our own king before we could offer such a trade. If we had a sample of your technology to show what we offer is worth the price, that might help your case."

"Do you think I was born yesterday?" I snorted, "all you would need is a sample and you could reverse engineer it yourself, buying yourself time by delaying my meeting with the man. No, I'm coming with you, let the king decide the worth of this promise once we are there."

The dwarves didn't seem offended by the fact I just called them all thieves, in fact they seemed only more excited. Talking together in hushed tones.

"Peter, are you sure about this?" Thor asked, walking up to me.

I looked up at him and nodded, "yes. It's my best shot at getting the knowledge I need to help Jean…."

"Boy!" Dvalin called, "we have discussed your proposal. We find it….an appropriate idea. Our king will be visiting Asgard soon, we will arrange a meeting with him then."

"He will be coming here?" I asked in surprise.

"Yes," Thor nodded, "he and father are long time allies. Since Asgard is in such a state of disarray it will need outside help to have everything built back up again. And the draves have always taken care of us, they have built not only our weapons but certainly buildings as well. Why this very mead hall was built by a dwarf by the name Carial the Drunk."

"Ha! More like Carial the sober!" Dvalin laughed, "ever since he had a lad of his own the man hasn't had a drop of alcohol in his stomach!"

"Really? That sounds like quite a story!" Thor laughed.

"Aye lad sit, we'll tell it to you!"

"You go ahead," I waved their offer, "I need to speak with my beloved. She will need to know about this development." Thor and draves just nodded before they began discussing about the married life of a dwarf.

I walked back to my table, Felicia and Wanda seemed to have actually eaten something. As soon as I sat down Felicia turned to me, "did something happen? You caused some people to stop feasing."

"I made a deal with the dwarves. In exchange for my unstable molecules they will teach me how to forge like they can," I replied, "it should take me months to get it done though… hopefully I'm as quick of a study at this like I am at magic and science."

"What do you expect us to do until then?" Wanda asked with a raised eyebrow.

"I'm going back to Kamar Taj," Felicia spoke up before I had a chance to say anything. I looked at her curiously and she continued, "if we are going out there then I need every advantage I can get. I won't drag you down Peter, and we will get Jean back."

And there it was. That drive. That spirit I fell in love with. That woman who I saw start a one woman war against the worst criminals in New York by stealing from them wearing nothing more than a set of black tracks and goggles. The woman I feel in love with.

Her confidence, her drive, It pushed me. And like a fog was lifted from my head, I began to think, ideas slowly forming inside me as I began to see a way...it was an idea, but I had it...I had something.

I smiled, squeezing Kitten's hand, "alright… Wanda, I know this isn't really your fight-"

"-I'm going to stop you right there big guy," she snorted, "first off all, Jean was my friend too. Sure, she wasn't my lover, but she was probably the closest thing I had to a friend."

"Really hurting my feeling here Wanda," I snorted.

"You were just annoying," Wanda snorted, "and...I hate the fact that I wasn't strong enough when she needed to me. If I was just a little stronger than….maybe I...maybe she needn't have sacrificed herself for us all."

"Wanda," I reached out and took her hand, squeezing it, "it wasn't your fault. Felicia and I don't blame you..." I turned to Kitten who rolled her eyes and smacked me across the head, "yup, don't blame me at all."

Wanda smirked, "good for you...but this is more about me Peter. I need to be stronger… I hate being weak. Plus, if your going into space I want in. Shit, ever since I met you life's been one big adventure, you think I'm going to stop now?"

I smirked, "now that's what I'm talking about."

"We'll need time to prepare," Felicia spoke up, "Wanda and I can continue our training with the Ancient One. I'm sure she has more than a few tricks up her sleeve we can use."

"And while you're doing that, I'll be training with the dwarves. Trying to make a weapon which we can use to stop the Phoenix."

"Peter, no offence, but after seeing that thing in person, I...I don't think you can," a hint of fear rolled off Wanda.

"Don't worry," I smirked, "I got a plan."

 **That afternoon:**

Thor stood behind us as we approached the Bifrost gate. He nodded to Heimdall who opened the portal before, us, flashes of bright lights came alive before us, signaling the gate was alive.

"I'll have Heimdall open the gate when you ask for it Peter," Thor spoke up, "make sure you are loud and clear enough when you call for him and he will come."

I nodded, "I understand."

"Good, then I shall be expecting you all soon," Thor nodded.

"Not likely Thor," Felicia replied, "Wanda and I will be doing our own thing."

"Oh… pity," Thor shrugged.

"What about Jane?" Wanda asked with a smirk.

"Ah, you see, Jane decided to stay a while and help," Thor smiled, "it seems she familiar with enough biology to get by."

"Have fun you two," I smiled.

"Peter, before you leave," Thor cleared his throat, "the Aether?"

I blinked, "oh, right, sorry," I reached into my backpack and took out my Vibranium lock box and tossed it to Thor, "I don't know where you plan on keeping that Thor, but remember what I said, not the Collector. Besides, that thing's sealed shut and without my authorization, you can't even open it anyway."

Thor nodded, "I understand. I shall find a place for it, I swear it will be safe." I feeling of guilt passed through me, but I pushed it away, and with that, we jumped through the portal and went flying through space once again.

It was a second before I realised I was back on Earth, back on the roof of the London Sanctum with my car parked right across from us.

"We need to hurry, we don't have much time. Pack everything you brought here, clothes and all. Leave the furniture we bought over, whoever is coming here after us can use them," I told them as I dismissed the alarms inside the building and we quickly got in. Rwanda began to pack and Felicia and I went into the room we shared with Jean.

Before we could enter Felicia stopped at the threshold and stopped. I smelt her sadness, her despair. She sniffed, tears running down her eyes as we saw the room that for a little while at least, we could share together and have what was called a peaceful life.

I wrapped my hands around her and held her tightly, "we'll get her back...I promise."

"I know….I love you Peter."

"I love you too Kitten."

While Felicia was packing upstairs I walked into my lab, it turned itself on automatically as I reached into my backpack and pulled out a black box made out of vibranium and placed it on the table.

The vibranium lock box I gave Thor was a dummy. One I had made between leaving and the feast. It took a little of the spare refined vibranium I had lying around but...it was worth it. No one expect I could open the box and if Thor or Odin tried to force the box open it would cause an explosion big enough to level a building.

Would that raise questions for me? Yes. But I could always explain it as the internal circuits going haywire due to the energy overflow.

I unlocked the box quickly, a red glow overtaking my lab's color scheme as the red jelly like form of the Aether looked up at me from inside the box. I felt bad for lying to Thor. But...I don't care.

If I was fighting a God, I would need the powers of one.

Mind, Reality. While in space I could 'happen' upon Peter Quill and his band of loveable idiots and switch out the Power stone. And if I steal the Space stone from Odin, which I very well plan to do, then I would have four of the six infinity stones.

Hopefully, that would give me enough firepower to take down the Phoenix. And more importantly, save Jean.

The problem was, I didn't know enough about the Aether. The properties of the Mind stones were simple enough, and my own research into psychic powers and the mind granted me some insight into its abilities. But the Aether? Nothing. Hopefully time with the dwarves can offer me some insight into it.

I closed the Aether and put it away. I then began dismantling my lab, powering it down and separating it down into small parts.

I opened a special storage box I had made some time ago for transportation purposes and expanded it's opening large enough that even a car could fit into it. I carefully put every single piece of tech in my lab into it.

While inside the lab would be in stasis and under artificial gravity. I may not be a combat genius like Strange, but I was oftenly good at creating pocket dimensions for storage.

"Hey, we're done," Wanda announced as she and Felicia walked downstairs with bags slung over their shoulders.

I nodded, "right...let's get to it."

 **Kamar-Taj:**

We walked through the London sanctum portal into the main under-chambers of the library. The moment we stepped through we were greeted by the Ancient One herself.

"Peter, Wanda, Felicia," she greeted us all with a smile and a polite nod, "it is good to see you again….may I ask where Jean is?" We were silent, it took a second, but her eyes widened in understanding, "I...I see."

"Don't worry, it's only temporary, we're getting her back," Felicia hissed.

"Ms. Hardy, might I remind you that all knowledge isn't restricted in this place, practises like Necromansy are not."

"She ain't dead," Wanda cut in, "she just got abducted by a freaking cosmic entity."

The Ancient One's eyes winded, "I think you should step into my office."

 **An hour later:**

I took a sip of the relaxing herbal tea I grew accustomed to having whenever dealing with the Ancient One and sighed, "and that's what happened."

"The Phoenix force...truly?" the Ancient One asked. Seeing our humorless faces she struck a thinking pose and hummed, "I always felt that Jean's power was more...vast than what she used. But this….Peter...what exactly are you planning? You must understand that this is suicide yes?"

"Yes, I know," I scoffed, "but I think I can a way to get her back...or at the very least break the connection between Jean and the thing holding her."

"And how do you plan on fighting a cosmic entity Peter?"

"With careful planning."

She waited, but my silence made it obvious I didn't plan on sharing anything more with the woman. She sighed and nodded, turning to Wanda and Felicia, "while I have no objection to you both continuing your training here, I must say that nothing I teach you girls will ever make you ready for what you will face out there...but that being said, if you wish to continue than I welcome you both back."

Felicia and Wanda bowed, "thank you master."

The Ancient One turned to me, "if you are no longer going to be on Earth, then I suppose I will have to appoint a new master for the Sanctum."

"Yes...and I am sorry. I-"

"-It was always meant to be a temporary position," she waved my words, "you were always more of a free being than most Peter...I cannot blame you for your nature. We have managed to recover well enough from the attack on the sanctums. A master will be dispatched to take over your role. And while I disagree with your ideas I don't think my objections will say you in anyway...but can I ask one thing?"

I nodded, "sure."

"How far are you prepared to go?"

For a second, I felt as if she had figured it out, as if she knew exactly what I had planned. But if she did...then she would have stopped me already.

"As far as I have too."

 **Asgard:**

I returned to the realm of the Gods with my sights set on the palace. I flew over and just as I landed on the courtyard, I spotted Sif walking up the steps, turning around to great me.

"Peter," she nodded, "you are earlier than expected."

"Yeah, we managed to finish packing up quickly," I replied as I landed before her, "shall we?"

"Please," she guided me further into the palace, "King Eitri has just arrived and in the throne room with Odin right now."

I stopped walking immediately, Sif turned, surprised. "I think it's best if I wait in the courtyard for him...I sure it wouldn't do to interrupt two kings."

"That is...highly unlike you," Sif looked worried before realisation dawned on her, "oh….I see...well then let me keep you company Peter, it's the least I can do."

"No, please, don't let me keep you, I...I just need some time to think," I waved her offer and walked away, going back to the courtyard and sitting in one corner, my eyes closed.

Sif seemed to understand as she left me alone after that. I sat there for sometime, I transformed my suit back into a set of tracks and a hoodie, making me more comfortable. I began to meditate, my mind reeling with ideas, buzzing with creativity that I found myself lacking these past few mellow months.

And just as the first hour passed, I heard the steps of half a dozen giant men coming closer. I opened my eyes just as the doors of the palace were thrown open and six dwarves walked out.

Dvalin, Moafin and Eoffren were then, along with them were two other dwarves I didn't recognize and one I did. The tallest amongst them all, Eitri, wearing simple leather and a cloak with a black sheen. He had no crown, but the way the dwarf carried himself, I could tell he was incharge.

I got up and walked up to them, stepping in their path. The dwarves stopped their conversation as they turned to me, half of them curious and the others with smiles.

"Eitri, this is the lad we were talking about," Dvalin said with a proud smirk, as if he was displaying a pet he had just found and trained.

"Truly," the king rubbed his jaw, "boy, is what my cousin said true? You have found a method to keep material damage free?"

I nodded, pulling out a spade EMF suit I had prepared beforehand and held it up to them, "see for yourself."

Eitri raised an eyebrow, gesturing to one of the dwarves I didn't meet. He stepped up and drew his blade, to him it might have been a dagger, to me it was practically a great sword. He gently took the suit into his hands and tried to tear into it, only to find that his blade couldn't' pass through the seemingly plain cloth.

"Tear resistant," Eitri noted, "try to burn it and then wet it."

"Aye," the dwarf replied as he flicked his wrist, causing the dagger to explode into flames. He kept the suit under the fire, but it didn't burn. Then the dwarf turned the flames into a dagger of water, dipping the suit inside. But when he pulled it out, it wasn't wet.

"Can your dagger channel all the elements?" I asked.

"Curious little tike aren't you?" the dwarf snorted, but not replying to my question.

"Where is Thor?" Eitri looked around, "we have need of his hammer."

"He should be here any second," Moafin replied, "he had to settle something with Odin."

"Very well, until then, boy, you also possess with you an uru weapon, yes?" Eitri asked, holding his hand out.

I sighed, seemed I would have to earn their respect before they treated me like a normal person. I took out the Ebony blade and handed it over. Eitri took one look at it before snorting.

"Shitty blade, poor refinement...but the enchantments aren't half bad," the king replied.

"Can you tell what they are?" Often asked in a casual manner. I have to say, I didn't think dwarves would have such a casual relationship with their king. Either they are much higher us in the social ladder than I thought or the dwarves worked very differently from the Asgardians.

"Basic summoning spell...and an emotional amplifier, but beyond that there is some Midgardian spell I can't quite seem to understand," Eitri muttered, his curiosity peaking.

"Apparently the last owner of the blade never lost a battle while he had it in hand," I admitted freely, "he died only after he was forced to let go of the blade and tricked into death."

"Hm...an enchantment to fight beyond one's skills, intresting," Eitri muttered, "good eye boy. They told me you weren't stupid, glad to know they weren't just full of shit like they always are." The others rolled their eyes, not looking the least bit offended.

"Peter!" I turned to see Thor come flying down, landing before us, "you've returned."

I nodded, I smelt...anger from Thor, frustration even. Something had happened, "yeah...what did you talk to Odin about?"

"I...the mural," was his short reply.

"I see...and did he tell you?"

"No...he said it was not for me to know," Thor growled in anger.

"Dick," I hissed under my voice, Thor must have heard me, but he didn't seem to keen on defending his old man any time soon.

"Ah, Thor, just talking about you, be a lad and strike this down would you?" Eitri grabbed my EMf suit and tossed it to the God of lighting. Thor looked confused but shrugged, used to such odd requests. He threw the suit into the air and raised his hammer.

KAKOOM!

Lightning came crashing down, passing through the suit and smashing into the ground. When the dust settled the white suit remind, without damage, but giving off an electric discharge that would have killed any normal person wearing it.

"Hm, while it isn't resistant to the magical power of the lighting, the force of the lighting itself hasn't harmed it in anyway," Eitri noted as he passed me the Ebony blade, "a significant piece technology indeed...very well boy, I have listened to the proposal you have suggested and find it an equal trade. You shall receive the training you desire to craft like us, but in return we wish to known everything on the process of how you made this material."

Halfway through the speech, I heard his heart quicken, around the part where he promised to teach me everything to craft like them.

"Your lying," I spoke up, crossing my hand and looking irritated.

"Excuse me?" Eitri raised an eyebrow, leaning over me in an intimidating manner.

"I said, you lied," I hissed, "when you said you would train me to craft like you. You lied."

"And what proof do you have for such an accusation boy?" Eitri growled.

"I heard you heartbeat quicken," I narrowed my eyes.

"You can hear the heartbeat of people?" Eitri asked, his eyes widening.

"Yeah, so I know when you're full of shit," I hissed, summoning my UMF suit into my hands, "and if you try and fuck me on this, I won't ever teach you the truth. I know when you're lying to me King of Dwarfs, but you can't say the same."

Thor's eyes seemed to widen in surprise, the dwarves looked a mixture of irritated and amused. And Eitri...he was silent. I smelt anger...and then, joy.

"HA!" he laughed out loud, "brilliant! With ears like that you can hear every ingot crunch when we hammer it and ever drop of water steam when we treat metal. You'll be a fine addition to our team boy. Fine, if you prove yourself, we will be honest with you. But, if you try and fuck with us..."

"Deal," I held out my hand. Eitri looked amused as he held out his own giant hand. I smirked, forming a giant red hand out of psionic energy, shaking his hand, much to Thor's amusement and Editor's surprise.

"I have a feeling this is going to be an interesting couple of years," Eitri whispered.

"Months," I replied.

"Ha! Months he says! Listen boy, I don't' care how smart you think you are, the skills you are after will take months for you to learn, let alone master."

"We shall see...when do we leave?"

"I'll give you an hour," Eitri replied, "meet us at the Bifrost by then."

"Wait, Eitri, before you leave," Thor spoke up stopping the departing dwarves. He held out his hammer, "my hammer, you said you made it for me, is that true?"

"Yes, why do you ask?" Eitri replied. I heard his heartbeat quicken.

Thor turned to me, I shook my head, "lie." Eitri eyes winded, a look of annoyance coming on his features.

"I knew it! Tell me the truth Eitri!" Thor roared, "who is that woman in green and black?! Why does she have my hammer?!"

"Thor I cannot tell you!" Eitri roared back, he then snapped his head to me, "and you, you will be my apprentice from henceforth, as such another act like this that betrays my trust will not be tolerated, do this again and I care not for what deal we have, I will end your life, do you understand!?"

I nodded, "yes."

"Good," and without another word, they turned and walked away. Thor looked like he was going to chase them, but I grabbed his shoulder and held him back.

"Wait..." I replied.

"Peter, I have to know," Thor replied.

"Which is why I asked you to wait….if you want answers, I can give them to you."

His eyes widened, "and-you know who she is?'

I nodded, "not a lot...a little, but not a lot. Enough to help I'm sure." Thor looked torn before nodding and guiding me into an enclave to the side. After making sure we were alone he nodded, motioning me to go on.

"She...her name is Hela," I replied.

Thor's eyes widened, "Hela?"

I nodded, "yeah...and she's your sister."

"What?!" Thor's eyes went wide in shock, "s-sister?!"

"Sh!" I hissed, looking around to make sure no one heard him yell. He looked sorry, but kept listening eagerly, "yeah. She's Odin's first born, the Goddess of Death. Eons ago she and Odin began their conquest of the nine realms, they burnt most to the ground. She was….evil I guess. But Odin grew a concious and began to regret his actions. He couldn't bring himself to kill her, so instead he sealed her away and upon his death she will be released back into our world once more."

Thor's eyes went wide as saucers, "h-how do you know of all this?"

I sighed and opened my mouth, "# $ !% ! of for fuck's sake, still?! I basically told him everything didn't I?!"

Thor looked confused, "I'm sorry Peter, but I didn't quite understand that."

I signed, "an enchantment. I can tell you these things, but I can't tell you how I know them...needless to say, everything I've told you is the truth Thor."

He looked down, his brow tightened, "I see….thank you Peter...I...I do not know how to process all this. A sister...she is the rightful queen of Asgard, not I."

"Don't' even think about it Thor," I hissed, "don't even think about abdicating your throne for her. You may be the second born, but she's literally the goddess of death. If she becomes queen….do you think the nine realms can withstand another war? Especially Asgard as it is now?"

"No...you are right. I will speak to mother about this. My father will not speak, but my mother might."

"Right..and when you do, try to keep me out of it, okay?"

He nodded, "I will do my best, I swear."

"Thanks...and Thor...can I ask a favour from you?"

"Of course my friend, what is it?"

"I...I require some of your blood," I said in a frank manner.

Thor's eyes widened, "whatever for?"

"Thor, have I ever told you just how my powers work?" he shook his head and I sighed, "you see...my parents were scientists, they were working on recreating the formula which created Steve, which made him Captain America."

"The Super Soldier serum, yes?" Thor asked, "Steak told me about this."

"Yeah well, they kind of succeeded, but it was...different," I sighed, "the formula doesn't just make the user stronger, it also adapts the properties of foreign cells attacking the host. In the case of diseases it prevents further infection, but if the attacking cells have powers, it acquires the abilities for itself, making the host...well...it allows me to take on said abilities."

Thor's eyes widened, "so that is how you gained your pantheon of skills."

I nodded, "yes, most of them anyway. The fighting, the tech, that's all me. But other things," I created a psionic ball of energy and dismissed it. I then showed him my stingers and put them away, "the others I gained from allies. And if I'm going after Jean, I need every advantage I can get."

Thor was silent, his eyes narrowed in thinking. I was tempted to read his thoughts, so very tempted, but I kept my reach to myself. And then, eh spoke.

"Peter, what guarantee can I get from you that one day you will not use these powers against those I love?" Thor asked.

My eyes winded, "Thor, I would never hurt anyone you love. You know me."

"And what off my father?"

I was drawn still, "y-you serious? Thor he lied to you! All your life! And you have to admit that it was his blatant observed standards that pushed Loki away from you! You cannot still think that man is worth loving!"

"That may be Peter, my father has many crimes to answer for...among them pushing your beloved to accept the Phoenix...but he is still my father….if I give you my blood for your powers, then I want an oath from you that you will not bring any harm to my father and loved ones in any way."

"...That is too vague a wording Thor," I replied with crossed arms, "right now in telling you the truth of Hela I've hurt him by shaking your relationship with him."

"Is that why you told me?"

"No, I told you because you deserve to know. Because I know the feeling of being lied too...the fact it would make Odin uncomfortable was just a bonus."

"Peter, how can I trust your words?" Thor asked bluntly, "I mean no offence, but your words could just be that, words."

"Ask you mother," I told him, "the first day we came here I told her that I knew the truth and to tell you. To be honest...given that she hasn't done so I took it upon myself. I am not your enemy and will never be Thor...but Odin...that man has a lot to answer for and you waste yourself defending him...but then again I suppose asking you to do anything less if just against who you are. For all his faults, the man raised you well."

Thor looked to be deep in thought, I knew he wouldn't' make up his mind right now. I turned and walked away, "I'm going to get something to eat, I'll be back later. If you make up your mind by then...come and find me."

I went to the kitchens, there I found the country and several barrels of the ale I realised would probably be the only ever get drunk off of. I had to admit, I liked the taste. And at the risk of becoming an alcoholic I asked permission from the chef and took over a dozen barrels of the stuff, putting it into my storage space.

Apparently being the saviour of Asgard had its perks.

I made my way to the library once more, finding it mostly intact, I went to the section which Jean and the rest had done their research on the Phoenix. The book which we found recordings of the Phoenix around black holes was on the table spread out.

I opened it up and scanned the pages detailing the observations, I then spent the rest of the time scanning and logging every other book I thought would be useful.

Soon, it was time for me to leave. I made my way to the Bifrost, Heimdall was chatting up Eitri and the other dwarves, I was surprised to see the usually stoic God smiling and laughing, guess he really were good friends with the dwarves.

"Peter," I turned to see Thor approach me, a look of confidence on his face.

"Thor...I take it you spoke to your mother?"

"Yes...and she told me the truth," Thor replied, "Hela it seemed was...truely beyond help...it broken her heart, but even mother had chosen to give up on her it seemed."

"Thor...I'm sorry…."

Thor waved it off, "it is not your problem but mine. You were right, my father has a lot to answer for and he will, off this I promise you. But, for now," he reached into his back and took out what looked to be a golden vial of blood, sealed with a screw top depicting an eagle.

My eyes widened, "is that-"

"-My blood," his heart beat was stable, he was telling the truth, "you have proven yourself more than responsible Peter...and, if I recall, I did promise you a weapon did I not? Hopefully this is good enough," he tossed it to me, I caught it with my mind, allowing it to float into my hand.

"Thor this...thank you. I promise I won't abuse the gift you have given," I said softly, the memory of my betrayal with the Aether burned in the back of my mind, but I did my best to ignore it. "Thank you."

Thor smiled, "you are welcome...go Peter, get your beloved back, I wish you the best of luck."

"Boy!" Eitri called out, "you coming?!"

Heimdall open the Bifrost and stood waiting. I gave Thor a nod and walked over to the portal, "let's do this."

And without further ceremony, I jumped once more into the wormhole, space flying by.

 **Nidavellir:**

We landed in the middle of a great chamber. I looked around in awe as the chamber was bigger than most apartment complexes I knew. The domed ceiling had the stars painted on it, the windows were open into space. I then realised the stars weren't painted on at all...that was space which I saw.

I walked to the closest window and looked out in awe. Before me was a dyson sphere covering what looked to be a dwarf star. Only one exhaust existed on the sphere, and out of it the energy of a dwarf star was being channeled out into the huge rings surrounding it.

Attached to the sphere were several rings, each spinning in different directions like the rings on a gyroscope.

"Welcome, to Nidavellir," Eitri announced proudly, "I'll have someone show you to your room."

"When do we begin?" I asked.

"I'll give you twelve hours to gain your bearing, and then, we shall begin," he said in a rough voice.

"Do you have a schedule I need to follow? I assume you can't really measure a day span with regards to day and night here."

"Smart lad. We use the same hour cycle as you do on Midgard, so you need not worry on that. But other than that we follow a sixteen hour work day, I hope you can keep up."

"Wait, why exactly do you follow the same time cycle as Midgard?" I asked, "that's a bit odd isn't it?"

"Everyone of the nine realms follow the same time cycle, it's one of the reasons the branches of the Yggdrasil connect the nine realms," Eitri answered, "now enough questions. Golli will show you to your housing quarters," he motioned to an approaching dwarf and walked away, not even looking back.

"Follow," was the only word Golli said as he turned and walked away, exiting through the North entrance of the chamber.

I sighed and followed, walking quicker than normal to keep up with the man's longer strides. We walked through the halls of the long stretch of land, I realised quickly that I was in one of the rings around the dyson sphere, the gravity produced must be artificial.

We walked for what felt like a long time, passing by several other dwarves. The men and women were all enormous, all of them. Even the few children I saw walking about were huge. And they all were staring at me. But I didn't really have time to stand around like a freak show for Golli seriously didn't seem to care about giving me the full tour.

"Here," Golli suddenly stopped, pointing to a plain door to our right.

I looked around, trying to scan for any tech that was used. I was stumped to find nonI recognized. "Ah..how do I open it?"

He grumbled, almost annoyed at the question. He pressed his hand against the door and pushed it open. Huh, guess not everything here was high tech.

"Thanks Golli," I waved.

"Mr. Golli," he grumbled back, walking away without another word.

"Right..." I sighed and turned back to the room I was presented. I walked inside, the moment I did the lights came on and I found myself looking at a room big enough to fit a small three floor house.

I whistled, it seemed I would be getting plenty of room for myself here. This room would probably be considered inhumane for someone like a dwarf. But for someone as small as me? Well this would be perfect!

It took me a few hours to set up my lab back to working order, the arc reactor generator I had on hand served well as a power source. I didn't have a bed yet, which I'm guessing was something they had 'forgotten' to put, so I decided to get a head start on my analysis on the Aether.

I couldn't risk taking the Aether out of the box it was held in, so I added scanners and a dock to record the readings through the box and into my systems. It took a while, but it was done soon enough.

"Sexy, record the readings and then match it to the Mind Stone, see what is similar and what's different about them," I instructed, waving the AI to do the job.

While it worked on that, I took out the vial of blood Thor handed over to me and looked at it under a microscope, trying to analysis as best I could.

I found, to my surprise, that the helix design of Thor's DNA was remarkably similar to that of human beings. Certain base genes were similar, like being bi-peds or hair colour. But...the rest. Well it was nothing I have ever seen before in my life...kind off.

Mutants are the closest thing I could relate this too, but even that doesn't really make sense. IT was like...building lego blocks, sure the base elements are the same, you have tiny blocks to form the base and the structure, but then you have some special blocks to add more fines to the end product. Like a curved piece that cannot belong anywhere else expect in this lego structure.

So that begged the question, would Thor's blood even work on me? Or would it be similar to guessing myself with radiation water?

I couldn't move without more research into this, which means this would have to be put on the back burner. For now, it's best I try and figure out how to survive in this place, I'm sure the dwarves will make it very difficult for me, I will have to fight my way through them, earning my place at their table.

For now though, the exhaustion of the day was finally catching up to me. I was beyond exhausted. But with no bed to sleep on I settled for sleeping on the table in my lab, turning off all the lights, keeping the system running, analysing the DNA of a god.

As I slept, I dreamed. And in my dream I saw the universe spread out before me, and out there in the stars, a lone red ember was calling out for me. I stretched out my hands, but I couldn't' reach...she was right there and yet, so far out of my reach.

When I woke up the next day, I didn't remember any off it, but I got a feeling of determination. Jean was waiting, Felicia and Wanda were probably working their asses off, it was time I did too.

There was a bang on my door, Golli walked in and grunted, "follow."

I nodded, doing just that, getting ready to undergo what is sure to be the hardest lessons I would ever learn in my life.

* * *

 **I'm sure by now all you know about Stan Lee. To be honest, it ruined me day, hell, my whole week. I didn't want to write, but I managed to do so, it's not as long as my ushal chapters so for that forgive me.**

 **The guy was my idol is most cases, I have a lot of them, not all of them great. But knowing a orld without the guy who inspired so many people, it really bumed me out.**

 **I apologize for the slow chapter, I promise the one coming out on the 9th of December will be longer. I'm sorry.**


	72. Nidavellir: How they make it

Golli took me into a large room where six other dwarves stood waiting for something. The room looked like a giant factory assembly line, but only with none of the machine arms working. Being the super kind and helpful dwarf that he is Golli simply pointed at the room and grunted.

"I'm assuming you want me to go in?" I asked, a look of annoyance on my face. Golli in return just nodded and promptly left, leaving me alone in the corridor.

I sighed, I knew for a fact that the dwarves were going to be stubborn, I would have to seek out the knowledge I desired while in here and at the same time try not to reveal too much of my own hand until I learn what I came for. It was going to be...difficult to say the least.

I had my suit transform into a set of black jeans and a muscle shirt before walking into the room with the others. The moment I stepped inside, they all turned towards me, a ripple of chatter going through them all.

I walked amongst them, noting just how...young they all looked. If I was to compare to them humans, they would barely be teenagers. Something told me I was in the beginners class.

"Ah, finally, you decide to join us little spider," came a loud rough voice from the front of the room. The others moved aside revealing an older looking dwarf standing before them all. He had a large grey beard with scars running down his hands. He wore an apron with heavy looking elves and the way he looked at me, well, I could tell we weren't going to be good friends.

"Sorry, got lost," I replied.

"Your going to have to speak up boy, I can barely hear you from down there," the old dwarf laughed, prompting the others to give nervous laughters in return. I sighed, ignoring the bait I waited for him to continue, the laughter soon died down and then the older dwarf began, taking on a serious glare.

"For those of you who don't know," he said sneering at me, "my name is Djain, I am the master smith incharge of the forge and the first master you will train under. I will teach you everything about the station we stand on, every pipe, valve and engine. Only when you have mastered every single area of this ship, will I even consider teaching you how to wield a hammer, is that understood?!"

"Yes sir!" the others replied, falling in line. It took me a while as I had to run instead of walk, but I soon joined in on the line up as well.

Djain looked down the line of fresh recruits, eyeing each one up. When he got to me, the serious look once again turned to one of amusement before he scoffed, "alright, let's begin. Can anyone tell me the exact nature of the station we stand on?"

"I can," I called out, only for him to ignore me, looking at everyone else. I sighed, "sir! I can!"

"Oh, so you can talk?" Dizain snorted, "alright small mouth, tell me, what exactly is this station?"

"On Midgard, it would be classified as a dyson sphere," I explained, "you built an energy containment field around the dwarf star, harnessing its power through the rings around it. With this heat and energy you can power both the station and your forges."

"Hm, dyson sphere eh? Stupid name for a station such as this, but then again what can you expect from monkeys who still live in stone buildings."

The others dwarves laughed properly at this one, great, not only were they prejudice, but also slightly racist. Joy.

"Today, we shall start from this room," Djain continued, marching back and forth, "pay attention for I won't repeat myself again." At this I activated my SA and had Sex lock onto the dwarves voice.

The speech was long, pointless, repetitive and above all else, boring. Essentially the room which we were all standing in was where the raw materials were brought in before forging. He then explained the function of each machine and it was at this point when I started to wonder if dwarves were always this dense, of he was just making things difficult for me.

Every single explanation he would repeat twice, many dwarves only then understanding. It took four hours for the dwarf to finish his explanation about the room and by then I was sure I knew more about this room than anyone else in the class as even now they still looked confused.

"Now then, that's it for today lads," Djain grunted, "go back to your homes and try to write down all the details I shared with you while it's still fresh in your memory. Until then, scram, meet back here tomorrow at the same time."

The dwarves looked relieved, smiling to themselves, they found the break a reflie, a sentiment I didn't share.

"Wait, that's it?" I called out, surprisingly Design and the others, "it's only been four hours! I thought you all operated on a 16 hour work day! Can't we just continue."

"Aye, 16 hours for the forges, but it's less when your are being taught the art. The four hours you just spent was filled with information you will need to know by-heart boy. You will be expected to know every single inch of this room before we move on. And I doubt you Midgardians can handle the little we have covered so far."

"Is that a joke?" I snorted, "you may have talked a lot, but what you mostly did was just repeat yourself."

"Oh really? Feeling confident are you lad? Well then tell me this, how do you turn that line on?" Djain asked, pointing to the service line to the corner of the room.

I snorted, but rather than just answer, I decided to show him. I levitated into the air, the causal showing of my limited psychic abilities stunned the younger dwarves, even Dizain was surprised, though he hide it well I could smell it off him.

I flew over to the controls to the assembly line and summoned two dwarf sized red fists made out of psionic energy. It was a little hard to focus, but using them I managed to turn the assembly line on, working on the terminal to set the an automatic function.

I turned to Design and smirked at his expression, "like I said, next?"

"What's going on here?" Eitri called out as he and several familiar faces walked into the room, "Djain, why is that line active? Are you showing a practical demonstration?"

"N-no Eitri," Djain looked at me with awe clearly displayed on his face, "he did."

The king's escorts looked surprised, which frankly confused me. I admit that the system was fairly complicated to be sure. It was the akin to using Linux back on Earth. But why they were looking at me as if I was a celestial come alive was beyond me.

I sighed, "whatever, look can we just move on? The faster this is done the soon I can move to forging."

Djain blinked, "I, I suppose-"

"-No," Eitri replied, "you are here to learn, you will learn our way. You cannot sabotage the education of the other students for your sake Spider. You will learn at the pace Dizain sets, or you will learn on your own. Is that understood?"

I eyed the dwarf, he glared right back. It was another hindrance they were throwing in my way to slow me down. Why, I would never know...but I didn't care. Nothing and no one would stand in my way.

"Fine," I replied, Eitri smiled, "I'll do it myself," I turned and headed to the door.

"Wait!" Eitri called out, I turned and the dwarf king narrowed his eyes.

"You said if I wanted I could do it on my own, yes?"

"Yes, you can do as you please...after you finish your lesson with us," Either turned to dwarves around him, "these our members of Dwarven council, come Spider, it is time to have you keep your end of the bargain."

I sighed, but nodded my head with regret, "fine, lead the way."

"Djain," Eitri nodded as he escorted me away, down another corridor into a room which resembles a Greek amphitheater. Eitri and his men took seats around me while I was guided to the center, looking over at them.

I turned to the wall behind me, searching it's surface, I realised it wasn't a plain board like I expected but some form of tech.

"Need help with the board Spider Genius?" one of the elder dwarves mocked.

"No, I got it," I replied, narrowing my eyes at the wall. My costume shimmered as my mask formed over my face, "Sexy, scan and help me out."

" _On it,_ " the AI replied as suddenly the internal schematics of the system came up on HUD. I smirked, the tech the dwarves used was amazing...but it was still designed around a user interface, one I could decoded and use.

"Alright, let's begin," I floated up to it's eye level as suddenly the holographic display board behind me came alive thanks to Sexy's hacking into the terminal, "now, just how familiar are you all with quantum physics?"

 **Five hours later:**

I was being escorted back to my room by Goli, my every grumpy gaurd had nothing to say to me, barely even looked at my person. I didn't care, already used to his odddities. I had another problem on my mind however, and that was simply this: dwarves were fucking stupid.

No, that's not right. They weren't stupid, they were slow.

The best metamorph would probably be to say their minds were like metal. Hard to forge, but once done, incredibly rigid. Which also explained Dakin's actions. He repeated his instructions over and over again because his students would need said repetitions, but, as I found out when taking lessons for Eitri and his counselors, once a concept is understood fully, they won't be forgetting anytime soon.

It was going to be a difficult time here, not only were my fellow classmates slow, but the ones I had to teach were just as much so. I had to become a better teacher, make sure of the advances in technology to teach better, maybe create holographic examples before hand.

And then the matter of my slow teacher came up. I had to option of learning on my own and if the first step was to memorise this entire station, that's just what I would do. Sexy's tech could analyse the system they were using on here...but there was just one of her...unless I made more.

I would need raw material, I turned to Golli, "hey big guy, I need to find some raw material for a pet project of mine. You think you can help?"

"No," he replied.

"Come on dude, there must be some junk here and there that none of you use. Just give me...five minutes, that's all I'm asking," I pleaded.

The dwarf turned to me and grinned, "no."

"Alright...hey Golli, have you ever heard of vibranium?" the dwarf stopped walking, "it's rare...they say the only place one can find it is on Earth. Indestrubile. I once saw a shield made of the stuff cancel and push back the thunder Mjolner generated. And it came back with not a scratch on it."

The dwarf turned to me, "five minutes."

"Half and hour. It's the rarest substance in the universe, which no other dwarf if even aware off might I remind you."

Golli took a second before turning around and grunting, "follow."

I grinned, "jackpot."

 **Two hours later:**

I was back in my room, the door was sealed shut as Golli locked me in for the night once more. The junk yard he took me too was massive, big enough to fit the whole of the Bronx inside of it and them some.

There were broken things and scrapped projects in there raw items like slag, parts of aged mechanisms and other sorts of materials that I couldn't possibly believe the dwarves had just thrown aside.

And in there I had Sexy scan everything and anything I could possibly use, in the end I took over an hour to grab what I needed for my project, it cost me two canisters of vibranium, but it was worth it.

I began first by separating the items, finding what I could use for my immediate project and what I could use for later. It took me the whole night, but by the end of it I had made a dozen micro camera drones that were connected to Sexy via my suit.

The drones were so small they resembled a fly from Midgard, meaning the dwarves won't even notice them or mistake them for dust particles.

The drones were designed to do one thing and one thing only, analyse every part of the ship, logging in their findings. If I had to learn every inch of this ship to progress, then that's exactly what I was going to do.

 **The next day:**

Golli came to escort me to my first class of the day, he greeted me with a cheerful good morning like he always did, grunting his instructions across.

As he took me out I secretly released the drones I had constructed and sent them on their way, instructing them to come back to my room after 24 hours.

"So, Golli my buddy, did you find anything interesting with the metal I gave you?" I asked.

The dwarf narrowed his eyes, "yes...it's a vibration based conduction metal, very rare. I would say the value of a gram would go for at least a 1,000 credits. The name is different for every culture, most just agree to call it sonic-metal."

"Huh….vibranium is a much better name if you ask me."

"I didn't ask you," he grunted in response.

Soon I was back in the assembly room and Design and the other dwarves had already begun class. I watched as everyone of them took turns handling the assembly lines, setting up and inputting the terminals with ease.

This further proves my theory of the dwarves brain being like that of metal. Hard of forge, but once done, it was hard to break.

"Now, since we have all completed this room, we shall continue," Djain announced, "next will be the processing room."

"Just out of curiosity, how many room are there?" I asked.

The dwarf looked at me and grinned, "423. Not including each individual pipeline, valve and exhaust port that you will have to memorise."

I took in a sharp breath of air, if my calculations were correct, it would take me over two years to finish this class alone if they continued at this pace. And something told me Dizain knew this as the bastard had the audacity to laugh at my face as he lead us into the next room, this one for the first step of refinement.

It was a good thing he was busy explaining the room to the others, because otherwise he would have seen me crack a smile.

The reason was simple, as he was walking, I noted one of my drones floating in the middle of the room, going unnoticed by everyone else in there. It spun around, in five seconds it had scanned the whole room and uploaded the data into my suit before moving on to the next room.

As the others struggled to memories every single detail of this one room, my drones were collecting the schematics of the entire station, slowly drawing me a digital map of the dwarves forging station.

 **The next day:**

"Your late!" Dizain cried out as I walked in the next day.

"Sorry, but I was up all night studying," I replied back with a smile, "I had to admit, this was probably the biggest challenge I have faced till date. The only one I can even compare it to would be the time I was trying to figure out interdimensional travel."

"I see," Djain gave off a cocky smile, "well now you understand the importance of going slower boy? Can I expect you to stop questioning everything I do?"

"Don't worry Djain," I smiled, "after today, you won't' have to worry about me ever again."

Design and the others looked surprised, "why? Are you quitting?' the dwarf asked in disbelief.

"No. I'm testing out. I request you question me about this ship so that I may move out of your class and onto the next master of this station," I declared.

The words seemed to send a shock into the systems of every single one of the dwarves in the room, Djain most of all. "W-what? It's only been two days boy! You haven't even seen the rest of the station and you believe you can test out?"

"Try me," I replied.

The younger dwarves began to whisper, all of them looking at me in awe. Dizain noticed this as the dwarves master snarled, "fine! Since you are such an expert then tell me about this room we now reside in!"

I looked around, the room overlooked the first step of the refinement process, serving as an overwatch took me a second to recall what my drones had found out and I began, "this room is dedicated to overwatching the material produced. The main terminal controls the quantity while the secondary and ternary control the chemical use and scan the change in chemical composition accordingly."

Djain narrowed his eyes, he walked over to the terminal and began pressing a few button causing a lump of metal to come onto the assembly line, "show me."

It took em ten seconds to have the mental refined and proper. But the end, the younger dwarves were looking at me with something akin to worship while Djain continued glaring.

"Tomorrow, I'll have your damn test ready boy. If you fail...you won't' ever question my teachings again, you will do what I say when I say and not try to learn ahead. I don't know how you know what you do...but I wont' have cheaters in my test."

I smiled, "I hope my next master is less of an asshole than you Djain." turns out he wasn't.

 **Four months later:**

It took me four months of studying under these stubborn like stone fools before I was even deemed worthy to be taken serious.

The dwarven way of teaching was elegant, I had to admit. IT was slow as fuck, repetitive and dull at certain points. But the end results were...fascinating.

After passing out of Djain's class I was met with a pantheon of instructors that made it their sole reason in life to keep me from testing out of their portion as well. I read Eitri's mind during one of our lessons and learnt that the man was growing frustrated due to my progress and his own lack thereof, as such he had instructed my instructors to hold me back for as long as they could.

Needless to say I didn't give them the chance.

After learning about the station, my next challenge was to learn metallurgy. A long and boring subject which consisted of text books several gigabytes big. It took me a month to learn everything that was expected of me.

I tested out of that class and then moved on to the next. A class on tool maintenances. Another month there taught me everything about the dwarven tech. I had to admit, by this point I understood why the dwarves were so advanced.

My analogy of them being like metal held true. Their technology took eons to perfect, only because they were so rock solid on their foundations that they managed to tackle literally every single aspect of the metal before taking the next step.

If I was to give another example, I would say that dwarven tech was like a building with a wide base with a short top. Strong foundation, slow progress. Tech on Earth was the exact opposite, they hadn't explored every possible use for the tech at present, instead building ontowards to new heights with what they had on hand.

This was why Tony Stark's arc reactor was so different from dwarven tech. This was why they had still to understand fully what exactly lay in the quantum realm. They were slow, steady, but slow.

With the base concepts now familiar to me, I was deemed worthy of finally practising the skills I had learnt. I was escorted into the lower forging room by Goli, the room looked much like a factory like the rest of this place, this one however had individual work stations, over a hundred spread out over what looked like a city's worth of land.

There to greet me was Eitri himself along with another dwarf named Sooji, a female dwarf who was in charge of teaching beginners.

"What's with the royal greeting Eitri?" I asked the king.

"Coming to wish you luck Spider," the dwarf snorted, "I admit, you impressed me lad. Not many can go up against our stubbornness and find a way through. But you did. You took everything we had and passed it with ease….maybe there just might be some use in teaching you after all."

I raised an eyebrow, crossing my arms, "and?"

"And...and I came to inform you that you will be not training under Sooji as planned."

"What?! Why?!"

"Because someone else has volunteered to take you on as his personal assistant," Eitri smiled as I gaped. I understood perfectly what the implications of what the king just said. Someone was willing to take me on as their apprentice, a dwarven apprentice and master was a bond shred that was closer than that of family's.

"W-who?" I asked in shock, never once in a hundred years believing that one of these stubborn headed fools was willing to take me under their wing.

Eitri grinned and motioned to the side with his head, pointing to a familiar face that was leaning by the door.

"Eoffren?" I asked in surprise.

The magical weapon specialist nodded as he approached us, "Spider."

"Y-you want to train me?" I asked in surprise.

"Indeed I do," the dwarf said with a pound grin on his face, "if I recall correctly you wished to learn how to make a weapon correct? Reforge your Uru blade into something worthy of the metal? I would be your best bet to do so, don't' you think?"

"Do I even have a choice?" I snorted, "you might be the only one on this whole station who wishes to have me on as an apprentice."

"Not so," Sooji said with a grunt, "you're actually quite popular amongst the masters Spider. There was a small bidding war to gain you as an apprentice, don't let these fools trick you, they all very much want to be the one to complete your training," she motioned around us and I realised for the first time every dwarf in that room was looking at me. When they realised they had been caught they quickly looked away, going back to work.

"Wait...what? A few months ago none of you wanted anything to do with me, why the sudden change?" I asked.

"A few months ago you were seen as an arrogant Midgardian who had no idea the depth of which he was getting into," Eoffren snorted, "now, you've proven yourself, completing classes which would have otherwise taken a decade for the average dwarf to learn. I won't trick you Spider, I won't lie. You are destined for great things...I can only wish to be a part of the journey to your destiny. That is...if you'll have me."

I smirked, "will you show me how to forging magical weapons?"

"I shall help you forge weapons to the best of your abilities," he said proudly.

"Anything you have under your belt I would recognize?" I asked.

"I helped forge Thor's hammer," he grinned.

"Oh...well then," I bowed, "master Eoffren, when shall begin?"

"Immediately. Follow me," Eoffren nodded to his king and Sooji as he took me away, leading me to the higher forges, where weapons on the magnitude such as Thor's hammer and Odin's spear were forged.

Eoffren took me to his private forge where he had several tools spread out all around the room. He had a planning table near the back with so many different types of tools and magical runes scattered all over it took even my mind a second to catch up.

"I will teach you all I know," Effren began as he tuner dot me, staring me down with a look of seriousness I had rarely seen on the suhally easy going dwarf, "I shall push you harder than ever before Spider. You will regret the day you agreed to become my disciple. I will break you and then reforge you. Again and again until you become something more. Something unbreakable. Do you understand?"

I nodded to the giant dwarf, "yes, I do."

"Good, then we begin first with the magical runes and sorcery," he moved to the massive shelf he had on hand and took out a large tome inside. He placed it on the table and motioned ot it, "I heard you are good at memorising. You have one day."

I grinned, jumping onto the table looking at my latest challenge, "give me six hours."

 **One month later:**

Bang!

Bang!

Bang!

The sound of my hammer forging the slab of radianum into the hilt of the weapon was loud and ringing. Every time the flat of my hammer pressed upon the metal, my enhanced hearing heard the way the impurities inside moved.

It was subtle, like the movement of gravel across marble. But I learnt to identify the sound quickly, using it to my advantage.

I quickly beat the metal in place, whispering into it the enchantments I had memorized. The treated radianum metal would serve as an energy source, the runes and spells I weaved into it worked perfectly.

Once the impurities had been flattered, I cool it down with a vacuum compression unit, preventing any more impurities from entering it. I then pressed my hand against the metal and closed my eyes, activating the one power that set me apart from every other forger in this entire station.

Magneto's abilities activated, my eyes turning blue as they did. I began forging the mental itnot he shape I wished. I turned over to the other completed parts laying on my table, all ready to be put in place. I levitated them into the air using my mind and brought them before me.

" _Save, torum, facitha toreso ma fa, licum nessa toverta become!_ " the enchantment released a flash of energy as suddenly runes began to pour out of every single piece of metal I had before me. The words were a nordic script I learnt to understand. The words spread out like a spider web, mixing, connecting, joining together.

And then slowly, every single part flowed into one another until finally only one remained, the magical properties of each item melding together into one entity. The nordic rune melted back into the new device, I held out my hand and grabbed it, holding it tight.

Clap! Clap! Clap!

Applause came from behind me, I turned to see Effren smiling down at me with an approving nod, "for your first original creation, you did well."

"Please Eoffren, we both know I did it perfectly," I smirked.

"No one likes an arrogant tool Spider," my master replied before turning his eyes to the item in my hand, "may I?"

I nodded, tossing it over to him. The dwarf looked it over from both side, though after a while finding nothing of note, "what exactly did you make here Spider?" he asked.

I smirked, holding out my hand I summoned it back to me. I held it up and clicked the button hidden on the handle. Suddenly the top of the metal rod exploded into light as a blade of blue light activated lighting up the room with a neon blue glow.

"It's something I remember from my home," I waved the blade around, displaying the way the object seemed to dancing across the air, almost if the blade wasn't really there, "it's called a lightsaber. Impossible to create with science. But with magic...well."

"What can it do?" the dwarf asked.

"It's core is comprised of radianum, a powerful energy source. Basically, if it's possible, I can cut anything I want with this thing," I smirked, waving the weapon around proudly.

"I see...but you do understand that such a weapon is also a hinderance yes? Why you could also cut yourself by mistake."

"I thought of that," I smiled, holding out my hand and swiping the blade through. Eoffren looked like he was about to cry out in shock, when he released my hand had come out without even a scratch.

"Is it intent based?" the dwarf asked.

"Very much so," I nodded, "it won't harm me or anyone else I don't' want it to. But, anything else," I picked up the hyper dense hammer that could shatter diamonds I had used and cut through it with my blade with ease, "like a hot knife through butter."

"Amazing. But what if an enemy take possession of your blade?"

"The blade vanishes the moment it's out of my hand," I replied, throwing the blade across the room, the blue blade vanishing the moment it was out of my hand. "Plus, I included the summoning charm you used for mjoneer into the handle," I held out my hand and the hilt returned to my hand in seconds, the blade once again coming alive the second I wrapped my head around it.

"Amazing...truly amazing," Eoffren replied in awe, "I dare say it's a fine craft I would say. Damn fine craft."

"I'm glad you think so," I smiled, tapping the base three times, whispering an incantation under my breath. Suddenly the hilt of the saber began to grow, becoming ten times its normal size. I threw the hilt through the air, Eoffren caught it with ease, only now instead of the blade vanishing on the touch of another, it stayed, much to the dwarf's awe.

"How?" he asked.

"Changed the ownership," I replied, looking proudly at my work, "it now recognizes you as it's master. Consider it a gift...from a student to his master," I bowed.

"Peter, this is...amazing!" Eoffren gushed, "I must show this to the others, they are going to have a field day with this right here!"

I nodded in understanding, "thank you Eoffren. Please, don't let me keep you, I have a few more things to take care of in my room, I'll see you tomorrow yes?"

The dwarf looked surprised, "really? It's early in the work day Spider, are you feeling alright?"

"I was up all night forging the weapon Eoffren, even I need a break now and again," I chuckled, summoning my tools and other times, putting them in the travelling bag I carried around, "night."

"Oh...well, goodnight Spider, we shall meet again tomorrow," the dwarf nodded, turning to leave, looking at the saber hilt I had given him in awe and wonder.

It was such a shame that I had to lie to him. Of all of the dwarves here, I think Effren and I probably got along well the most. I almost didn't want to leave...but it was time.

The moment Effren left, I turned back to the forge and waved my hand over my work table. The empty table shimmered as slowly, taking its place, was a cluttered and messy table with several tools on top of it and sitting there in the middle of the mess, was my true masterpiece.

The lightsaber was a parlor trick, hot and heavy, strong, yes, but when you live in a world of Gods, demons, magic and a whole lot of shit, it was nothing. It could cut through practically anything, but it in itself was fragile.

But this? This right here was the true sign of my genius….I realise now that I tend to monologue in my head like a crazy super villain. Needless to say spending so much time in isolation was bad for anyone.

The weapon was made out of uru reforged from the Ebony Blade itself. It took me a while, I won't lie, undoing the charms Merlin himself weaved into it was hard, but manageable with dwarven techniques.

The weapon was now a mixture of the uru from the blade and some of the vibranium I had on hand. It was made to look like a saber, the black handle was rounded and a half-hand hold, the cross gaurd was a simple cut with nordic runes inscribed into it.

The blade was straight but cut slanting like a razor. It was uru grey with a hint of vibranium blue running down the sharpened edges. The mixture of the two metals took a lot of trial and error to get right, most often it didn't work, I ended up wasting a lot of the Ebony Blade in this process, but in the end, I perfected the art.

This alloy was something else, not proto-adamantium, no it was far to advanced for that. With the magical qualities of uru and the energy distribution capabilities of vibranium, it was something the universe had never seen before.

So I named it: Patick. Not Patrick, Patick.

The runes I had used to make the blade useable in only my hands. Much like the charm Odin used on Thor's hammer, only this time only I could wield it's true power.

And this thing was going to help me win against the Phoenix.

I picked the blade up and immediately it began to glow, the runes running down the blade's core glowed blue before turning a shade of red similar to my magical aura. I smiled, I could feel it's power.

I snapped my fingers and the blade folded in on itself, vanishing from this reality. If there was one field of magic I was skilled at, it was spatial manipulation.

I snapped my fingers again, with the intent of summoning and blade, and just like I designed, the blade appeared before me once more. I couldn't help but smile, it was perfect.

I snapped my blade away and quickly made my way back to my room, ignoring the looks I was receiving from those around me. The days of me being an outcast were long over, by now I was heralded as Eoffren's prodigy, his successor in all but name. The dwarves respected me..which was why it was time for me to leave.

Six months was long enough. The date of my departure was soon, but I doubt after revealing to them my skills in the art of crafting the dwarves would ever let me go without a fight. Which was why I planned to leave before they noticed.

I had kept my end of the deal, teaching them how to make UMF suits. The fact that any suit they produced was poorly made was not my fault. It was something they would eventually figure out on their own with their brilliance, I'm sure. But it didn't matter, because I had kept my end of the bargain.

I opened the door to my room and closed it behind me. "Exodus, Phase 2 activate."

The lights to my room suddenly came alive, the various machinery and forging material I had lying around vanished, they were an illusion I had in place in case someone came snooping around, and in their place came a triangular ship three people wide and twenty feet long.

The ship was painted red and black with the Avenger's logo painted onto the side. On its sides were aeroplane like wings, it even had a fin on it's top. The back however had an exhaust that could withstand a nuclear explosion covering the whole area.

The windows were tinted, the front of the ship was one single triangular sheet of glass. I walked up to the ship's side, it's name spray painted near the back thrusters, 'Liberty'. Cheesy name, I know, but it fit.

I walked up to the ship's side door, it opened up automatically and I walked in, the inside of the ship revealing itself to be twenty times larger than the outside. Like I said, I was the Sorcerer Supreme of special augmentation.

So I took the same concept I applied on my bags of infinite storage and applied it to a small one man short travel space ship I found in the Dwarf's junk pile. It took me two week to fix it up and put in my alterations, but the end result was a space worthy ship with enough space and resources for a team of twenty to survive on for a year.

To the front was the pilot and copilot seat, the only part of the ship that had windows looking out to space. Then came the navigation and central command, behind which were the general quarters, my lab, a kitchen, the engine room and a training room.

"Sexy?" I called out.

" _The Liberty is full functional and ready for your command Peter,_ " came the AI's reply from the ship's main system.

"Then what are you waiting for? Let's get out of here," I replied, taking the captain's seat and strapping in.

Slowly the ship's engines began to hum to life, the ship raised itself up into the air, the jail broken engine I had active in the back working smooth as butter.

A holographic keyboard came up before me as I quickly began typing away, remotely opening my room doors. The ship then flew through said doors, their massive dwarf sized opening more than big enough for the small-yet-large ship.

I made my way to the main forge room, slowly gaining more and more attention as I went. I soon came into the room where the best of the best worked, I looked down and saw Eitri and Eoffreen looking up at me in confusion, they couldn't see me through the one way mirror.

I muttered a quick apology as I took the ship out through the force field surrounding the station, escaping out of Nidavellir without anyone having the chance to stop me.

"Set course for Earth Sexy," I called out and I checked into the navigation systems. It took awhile for me to adapt the technology into something I could use and understand. And while I was no space genius, figuring out a star chart was simple enough.

" _Setting course. Estimated time of arrival, 21 hours,_ " the AI's voice came out, " _using the Yggdrasil hyperlane for maximum speed._ "

"Good," I replied, unbuckling myself from my seat, "notify me if anything changes." I moved to the back of my ship, stepping into my lab which was set up just as I always did.

I snapped my fingers and summoned my greatest creation to date. I then double tapped my chest piece, the Infinity core opened up, releasing the Mind Stone from inside.

"Sexy, convert the Infinity core back to a standard reactor core," I ordered as the core slowly came back alive and locked back in. I held the Mind Stone up and slowly brought it towards my saber.

Tink!

That was the sound of the stone hitting the middle of the blade's crossguard. I slowly pushed the stone and the metal reacted to the foreign entity, the magical properties of the blade activated and slowly absorbed the stone into the middle of the crossguard.

The moment the Mind Stone was locked into the blade, a pulse of energy from the stone seeped into the blade as the Patick metal began to mimic and enhance the Infinity stone power and range.

I was curious, could the Phoenix beat Infifty? I was curious to find out. I snapped my fingers and dismissed the blade, turning now to the second part of my plan.

I walked over to vibranium based healing table and picked up the radiation gas mask on my terminal. I had figured out Thor's blood a few weeks ago. It was one of the most intense fields of research I had ever dealt with, having to alter the radiation formula several time for it to even work, but in the end, I did it.

Without a second though I gassed myself and layed down at the table. I took long deep breaths as slowly I fell unconscious knowing that when I woke up...everything was going to change.

* * *

 **Here it is. I understand if it wasn't as fun and exciting as I ushally make it, I know my last chapter was also a bit slow. But I needed to set up the groundwork and there was a lot of it.**

 **Like I promised I'll be doing another update on the 23rd, sorry about the one week delay for this chapter. Next stop: Earth. Any suggestions on who Peter should take to outer space? Kitten and Wanda is a given, but...**


	73. The Champion of Bast, Lover of Spiders

**Two months after Jean vanished:**

"ARGH!" Felicia cried out as she was blasted back several feet through the air, her magical protection circle vanishing into nothing.

"That was...disappointing," came a sigh as Mordo lowered his weapon and approached Felicia, offering his hand, pulling her to her feet.

"Well you have a weapon and I don't," Felicia cried out as she got up. She sighed, rubbing down her dust covered red robes, indicating her rank as a learner, "honestly, this would be so much easier if you didn't have your flaccid stick of destiny."

Mordo's eyebrow twitched, "it is called the Staff of the Tribunal Ms. Hardy, and I would suggest you use the names given for each relic. Such a dismissive attitude is exactly why you have yet to gain the alliance of one yourself."

Felicia narrowed her eyes, she didn't like the man, couldn't stand him really. But, he was the best combat sorcerer they had, par the Ancient One herself, and she needed to learn from him.

Felicia lowered herself into a crouch and extended her arms, silver geometric circles came alive around her fists, "again," she snapped her fingers causing two sabers of light to appear in her hands.

Mordo snorted, and then attacked.

Felicia found herself in her quarters a few hours later. Mordo had done hat he always did, beat her over and over again until dinner, when he left her with an insult on her lack of skills and a dismissive glance.

Kamar-Taj felt so...empty. Felicia had no one to talk to. Wanda had really come into her own. The woman grew leaps and bounds over the months, now training under the Ancient One personally.

She and Tandy Bowen were basically sisters now, Felicia was honestly jealous how much time they spent with each other. But it made sense, they were both, after all, geniuses.

The first time she was here, Felicia wasn't alone, she had someone, two of them in fact. Peter and Jean, they were both there for her, protected her, guided her. Peter was a better teacher than Mordo ever was, he understood what she needed and how to train her. And Jean always knew just how to cheer her up.

But now? Now that small family they had made was...shattered. Jean sacrificed herself to save them all and Peter blamed himself. Like he always did.

Felicia removed her robes and looked down at her body. Her training bra was drenched in sweat, her muscles black and blue. She waved her hand and telepathically called forth an ice pack that was resting on her table she had brought from the kitchen.

Felicia layed on her bed and placed the ice pack on her stomach, wincing at the cold before sighing, letting the numbness take over the pain.

Once more, Felicia looked back at just how different her life became. She had never been a perfect girl, there had always been something broken inside of her. Her father leaving, her mother's cold attitude, they had left her empty.

But then he came, and for the first time Felicia was taken into a world where she didn't know what was up or down. It was like they were swinging once more through New York, and she was holding onto him for her life.

Peter Parker, the man she met one day on a rooftop, flirted with and then ran. Who followed her, loved her and eventually, she came to care for so much the thought of him getting hurt again drove her to a path of vengeance.

HYDRA, the one thing she hated more than Victor Doom. Both held a special place in her heart, yes, but the organization was responsible for Doom's release in the first place.

Peter had forgiven her, she knew he didn't want to. She knew he only did so because he was so madly in love with her, like she was with him. Felicia didn't realise it then, but Peter Parker became the only good thing in her life and she was willing to kill to make sure he was safe.

And then Jean Grey came into her life. Felicia remembered the night they shared fondly, she thought of it as a treat for Peter, something to reward the man for being so amazing all the time. She figured he would like it, it was sex, guys liked sex.

But when he asked her to not leave him for Jean, to not fall in love with Jean and leave him, it was only then when Felicia realised just how much they needed each other. That night must have been the night Felicia truly fell for him, and she had Jean Grey to thank for that.

Jean Grey was another person Felicia liked, loved even. She loved her the same way she loved Peter at first, as someone who was so fundamentally good and caring that they could only bring out the best in others. Jean moved from being a friend, to a best friend to a casual lover and then finally someone who Felicia could find herself loving equal to Peter.

For a time, during the days they spent in London with each other, Felicia was happy. She didn't think her life could have been any better. Her father was free, her mother and him were safe in Europe. And Felicia Hardy had two people who loved her and they were _good_.

But that was the problem of loving someone who always wanted to be a hero. They would one day go get themselves killed. The very idea of Peter dieing drove her to take on HYDRA, when she found out he couldn't be killed with normal means anymore, Felicia was beyond relieved.

But then Jean Grey went and did what she does best, be a saint. The girl helped mend the broken fence between Felicia and Peter, brought them together again, and then, she went. Felicia couldn't comprehend the idea, the notion of her being gone was...impossible.

But Peter had a plan, he always did. It was his job to get a way to get Jean back, it was hers to get stronger. But slowly, she was realising her limits. She may have finally become more than a novice at the art, but her limitations were still many.

Just then there was a knock on her door. Felicia sighed, "just a second," she pulled herself up, fighting through the pain and closed up her robes, packing the ice pack against her gut, "come in."

"I hope I'm not interrupting," the Ancient One said with a smile as she slipped in, "Mordo informd me you had a long day."

Felicia snorted, "I'm sure he did. Ass."

"Language Ms. Hardy," the Ancient One sighed, "his methods might be cruel, but he is still your teacher and you will show him the respect he deserves."

"Please, Peter is a better teacher than him," Felicia muttered as she touched her stomach, "if he was here..."

"I have no doubt if the Spider was here he would have trained you to at least be the level of a practitioner," the Ancient One said as she walked in, closing the door behind her, "but sadly, he is not."

Felicia hanged her head and whispered, "I know..."

The Ancient one stood before her and looked down, "Ms. Hardy...Felicia, what is wrong?'

Felicia held out her hand, closing it into a fist, "I'm not strong enough….I'm useless. I...I would just hold them back. Wanda is a mutant, she's stupid powerful and Peter….I don't even think I can call him human anymore. He's fighting in the league of Gods, how do I...how can I even keep up with him?"

"But...do you not see?" Felicia looked up and found the celtic woman smiling, "all this time, you have been keeping up with them both."

"I've just tagged along, I didn't really do anything," Felicia snorted.

"And I suppose the dozen HYDRA basses you destroyed were...flukes?" the Ancient One smile seemed to grow more prominent as she sat down next to Felicia, "HYDRA does not hire fools Felicia, they hire the most ruthless and dangerous killers in the world. I heard from Wanda that the only time you ever got caught was because of her, yes?"

"Yes..."

"Then at seventeen years of age, you have trumped over men and women several times your senior with much better equipment and training. If I may say so, you did a lot more than just tag along Ms. Hardy, you brought HYDRA to its knees...with a little help."

Felicia snorted, "Peter brought it to its knees-"

"-Using data you gave him. Tell me, do you think Peter, for one second, bring you along on such a dangerous trip if he didn't think you could handle it?" The Ancient One asked, "you of all people should know how protective that boy is...he's not saying anything because he believes in you Felicia...do you understand?"

"But I'm still not strong enough!" Felicia cried out, slamming her fist into the bed, "I'm still human! I'm not a genius like Peter or powerful like Jean! I-I...I don't know if I can do this..."

"I see...then perhaps it's more important for you to discover who you are instead of following in their footsteps...because you know, there are more than one way to be useful...or powerful," the Ancient One replied, "Peter was competent at magic due to his intelligence, Jean due to her inherent powers. You don't have either of those things."

"Oh gee thanks. You know, you suck at pep talks," Felicia replied with a stare.

The Ancient One smiled, "you know, I think Peter is rubbing off on you a little...but I mean what I say Felicia. Find another way."

And with that, the woman got up and left, leaving Felicia Hardy alone and thinking. Another way...another way to do what?

She looked at her hands, she was not going to get anywhere training to be good at something she wasn't. So what was she? Who was Felicia Hardy? How could she mimic the power that Peter...no, not mimic, how could she become her own power?

The answer was simple. She was a thief...so she would do what she did best. She was going to steal.

But what she was going to steal was now the question. So she took out her laptop and connected to temple's wifi. Sorcerers were weird.

It took her all of forty-five minutes to find something noteworthy. Felicia's skills at finding a prize to steal were slightly rusty.

It was a small pendant recently sold at a private auction, what gained her attention about this item in particular however, was the fact she had heard of it before.

The Lost totem of Bast. It had caught her eye when she had one day searched through the books in the London sanctum. She had asked Peter about it who after some research told her it was truly lost. Guess even he could be wrong once in a while.

The totem was said to have been an item of mystery and power. If the books were correct, then all accounts of the totem allowed those who wore it to gain powers of an ehanched. Accounts of just what that power was varied.

Felicia knew immediately what she had to do. She was going to steal that puppy.

 **A week later:**

Out of a blazing sparking portal, Felicia Hardy stepped out dressed in her UMF suit, now transformed to mimic the advanced catsuit Peter had made for her on Christmas. She reached over her shoulder into the bag of strange strapped to her back and took out a pair of night vision goggles.

She was standing on the roof of a building in the outskirts of LA, the evening cold air hitting her hard. She looked at the surface of the hillside across the road from her, the buildings cost millions to build, owned by the richest of the rich.

And in one of them was her prize.

Her heart began to beat, she prayed her skills hadn't dulled in any way. She took out her tools and strapped them onto her body. She pulled her googles down and smirked, the HUD came alive as it highlighted her target. It was times like this when it payed to have a genius for a boyfriend.

Holding up a grapple hook Felicia fired it and zipped into the air, flipping like the trained gymnast that she was, landing on the roof of the building next to her target. She took aim at the private satellite uplink on the building's roof and drew a special toy she 'borrowed' from Oscorp the day before.

She fired the gun and instead of a bullet a tracker chip flew out, landing onto the box and drilling it's way past the metal cover.

Felicia took out an SA and entered her passcode, the tracker chip activated, giving her remote access to the house and it's system. Shutting down the security team's access to the system and then the silent alarm, Felicia made her way over, swinging onto the roof.

Through her SA she was into the house's internal system, everything was automated in the house, meaning she now hand control over everything. She pressed a button and the sun dial came up. Too easy.

She looked inside, finding the drop leading to the exhibition room of the house where the owner's collection was kept. Hitting her goggles' thermal sensors she noted several trip lasers placed all around, running on an independent security system.

Felicia smirked at the challenge. She dropped down, the second her feet touched the ground they were off. She jumped over two parallel beams and landed in a roll against the wall. She practically flew from one corner of the room to another, moving closely to the security panel on the other side of the large chamber.

For a second, it looked like she was going to trip and fall, her months of inactivity catching up to her. But at the last second, she flipped, landing on her right hand as her left reached up and inserted a decrypting pendrive into the security panel.

A second later, the room's internal security died and Felicia stood up tall and proud. She was panting, hard. She didn't realise just how much she missed this. A thief, for a second she wondered if Peter would approve.

And then she remembered just who she was lin love with. As long as she did it for the right reason, he would never think less of her. So with a light heart, Felicia walked to her prize, a bust of a cat faced woman, wearing the lost totem of Bast.

Felicia smiled, she reached out and plucked the totem and put it away, promising to use it later. She was about to turn and leave, when she noticed something displayed on the wall to the side. One she didn't noticed before.

It was a red jacket with a high collar and large shoulders which came jutting out. A black trim came down the shoulders to the middle, giving a 'V' shape design. The jacket was zipped up, but anyone who listened to music or didn't live under a rock knew what this jacket was.

Felicia Hardy smiled, looks like she just found Peter's next birthday gift. She grabbed the jacket and put it away, opening a portal with her sling ring and stepping through into her room.

She could hear her heart beat loudly, threatening to break free of her chest. The smile she had didn't go away, she had never felt more alive. The weeks of intense training and pressure just washed away. She was...content.

It was morning now, she was expected for training and couldn't afford to be late. Putting her stolen loot away Felicia dressed in her robes and stepped out, ready and willing to face a day full of fighting.

When she met Mordo for her daily afternoon combat session, the black man noticed her demeanor and commented, "so Ms. Hardy. Are you ready to begin?"

Felicia smiled, two large magical circles appeared in her hands, "bring it Mint Green."

"Mint Green?"

Felicia sighed, "what? My boyfriend is the only one who can quip?"

Mordo snorted, drawing his weapon and activating the staff, "trust me, you are no Peter Parker."

Felicia narrowed her eyes. He charged at her first without a word of warning. Felicia ducked under the blow and countered by bringing her fist up to catch him on the jaw. Mordo doged the attack and moved to kick her side, when suddenly Felicia's leg seemed to fly into his face.

Mordo was smacked across and moved a step back, he barely had time to recover before Felicia jumped him, locking his face between her thighs and twisting her body to bring him to his knees.

"I'm not Peter Parker, I'm me," Felicia hissed as tried to choke the sorcerer out, only for Mordo to send an upward punch to crack her nose and send her head flying back.

Felicia held her bleeding nose as Mordo pointed the business end of his relic under her chin, a look of annoyance on his red face, "you are not Peter Parker….good, you are learning. Again!"

Felicia rubbed the blood away and growled, getting back to her feet. This time summoning magical weapons in the shape of a staff. She charged at the man, and this time, she managed to land two more blows against her teacher.

That night Felicia Hardy took out the item she had stolen and looked at it. The design was ancient, as expected from a magical relic. It was gold and shaped like a cat's head. Six whiskers on each side with dull brown gemstones for eyes and held on a metal chain.

Felicia carefully put the pendant around her neck and waited. Looking down at the totem, she wondered what she was supposed to do now. A relic was supposed to pick their user, she however had down it the other way around.

She tried passcodes, requests, even begging, much to her shame. But the pendant was silent for all of it. In the end, Felicia decided the mystery could wait till tomorrow and went to bed, she had been awake for a day, she needed the rest.

And when she closed her eyes, the brown gemstones glowed red.

 **Dream:**

Felicia found herself walking down a long corridor with walls so high she couldn't see the ceiling. The walls were decorated with ancient egyption hylogryphics, paintings with vibrant colours that almost seemed to make the paintings move.

They told a story, or so Felicia guessed. Of a woman with black skin and a golden gown. She had golden eyes and carried with her a blade in each hand, as Felicia walked down the hall the golden woman was shown fighting various monsters and beasts, she was shown as a fighter, a lover and goddess.

Felicia saw men and women form all over the world fall at her feet, she saw the goddess fight a snake as big as a world. She saw so much and before she knew it, she had come to the end of the hall.

And what lay before he was an empty throne with golden panther statues serving as arm rests. The throne back rest was etched with the face of an angry cat, it's very eyes peering into Felicia's heart. The woman was just about to try and leave when a booming voice halted her steps.

" **After thousands of years, my amulet has been worn...but by a thief?!** " the roar was deafening, the entire hall shook, Felicia felt her bones rattle, she didn't lose her footing however as she held on, falling to her knees.

" **You, you think you are worthy of my power?!** " a large rumble suddenly shifted through the chamber as Felicia gasped in shock. A shadow moved behind the throne as slowly the head of a giant black panther lowered down from the ceiling, it's breath sending a gust of wind that blasted Felicia to her feet, it's eyes glowing an eerie blue tinge.

"B-Bast?" Felicia stammered.

" **And you are Felicia Hardy,** " the panther growled, it's voice shaking the very throne with each syllable, " **I know who you are, thief.** "

Felicia gulped, "yeah well..sorry?"

" **Sorry? Sorry?! You think a mear apology will spare you my wrath?!** " the panther roared, " **I should have you bathed in butter and boiled in oil for your transgression!** "

"I didn't know okay! I thought the thing would just give me a power up! I didn't realise it was your artifact!" Felicia argued back.

" **Do not talk back to me child!** " the goddess hissed, it's eyes narrowed, " **or else your death will be...slow.** "

Felicia felt it again, the pressure, the absolute torment of facing a challenge she knew she couldn't beat. Nevermind fighting super villains, this time she was facing a Goddess.

But as the pressure began to mount, Felicia felt something...snap. She was tired, tired of getting pushed back, tired of trying and constantly failing, of being useless. So she rose to her feet and growled, "well fucking try you overgrown hairball!"

The giant cat blinked, " **meow?** "

"What?! I thought you wanted a piece of me! So come on!" Felicia cried out, pancing on the inside. She understood why Peter always talked so much while fighting, it really did help deal with the pressure, "well?! Aren't you going to kill me?! Come at me you giant pussy!"

" **Enough!** " Bast roared as the head moved back and a giant paw came flying down over Felicia. The girl moved quickly trying to jump away, but getting pinned down against the floor at the last second.

Best pulled her across the floor, pulling her down under her face and growling, a hot breath of air blowing across Felicia's face, "god your breath stinks."

" **Insult me again, and-** "

"-Yeah yeah, you'll kill me, I got it," Felicia rolled her eyes as she summoned a magic circle and threw it at the goddess, only for it to be deflected off it's fur like a spec pollen hitting a marble wall.

" **Really?** "

Felicia shrugged, "worth a shot."

Bast looked down at the girl she had pinned down and tilted her head from side to side, " **tell me girl...why do you want my power?** "

Felicia looked insulted, "you can read my mind can't you? Find out for yourself."

" **I cannot read minds girls, I am not Isis.** "

"Then how did you know my name?"

Best shrugged, which was an odd sight since the panther's shoulder's weren't visible, " **a simple feet. Your name and what you are is something I know instantly once someone wears my totem.** "

"And reading minds isn't?" Felicia blinked, "heck, even I can do it. Somewhat. Still need a lot of practise though."

" **Are you a sorcerer?** " the goddess asked as she lowered her head, her surprise looking genuine.

Felicia shrugged, "amongst other things."

Bast lowered her head down and spoke two words, " **tell me.** "

So without a choice, Felicia told her everything. Every single thing. And by the end, Bast had removed her paw, freeing Felicia.

" **You...have not had a nice life Felicia Hardy,** " the goddess replied.

"Yeah, tell me about it," Felicia sighed, rubbing his silver hair, "so yeah...I'm sorry I sullied your totem or whatever but...I'm desperate to find a way to get stronger. I don't want to hold my lover back anymore than I have and I...I just don't want to seem useless."

"You are not useless Felicia Hardy," Bast replied, her voice suddenly sounding normal as the giant black panther head vanished into dust, and leaving behind the same woman drawn on the murals of the walls around the chamber.

She stood before Felicia taller than any woman the thief had seen before. Nearly twenty feet tall and yet thin as a rake, her frame packed with tight muscles. She wore a gown of white and gold, wrappings around her body and golden armor.

Her face was something made out of marble. Her jawline sharp and her eyes the shade of neon blue, shaped like a walnut. Her hair came down like a curtain, the straight black hair shining, swaying in the wind.

"You and I….are very similar Felicia Hardy," the cat goddess replied as she offered Felicia a hand. Startled, the thief took it, allowing the goddess to help her up.

"You and me?" Felicia asked, "how?"

"Your father held great expectations for you, as did mine for me. Yours vanished to protect you, mine was banished. You now face before you a challenge that is impossible to clear...and so did I," the goddess replied with a sigh, "I was made to face an evil so great even my father couldn't best him...and I only survived due to the love of my life...you...you fight for the one you love..no, sorry, the ones you love. You are willing to die for them, to kill for them...tell me Felicia Hardy, what would you give to me in exchange for power? Your life? Your heart? Your soul?"

Felicia looked at the beautiful goddess and thought. She thought about it for a second before she replied, "I cannot give you any of that, though I would be willing to do so."

The goddess in return looked surprised, "oh...and why is that?"

"Because," Felicia replied, "they have it all. My heart, my soul, my life. Everything I am, they have...and I am fine with that. If that displeases you then I am sorry but...I cannot give you anything, because I am nothing."

And then, the goddess did something Felicia didn't expect. She threw her head back and laughed. "Oh father!" the goddess cried out, "look at this one father! Look how she acts! You are nothing? Child, are you so blinded by love that you think without them you are nothing?"

"I am nothing without them," Felicia hissed back, "Peter made me want to be better than who I was. And when I failed it was Jean who helped me get back on track. So yeah, without them, I am nothing!"

Bast's smile revealed her teeth from edge to edge, "then I will take the one thing they cannot have. I will take your name."

"Name?"

"Yes. Name. For eons I have sat back and watched your world, all worlds and I find it...boring. But now, finally it seems pieces have begun to move about. In the last decade alone the number of life changing events rose, I do not wish to be on the side lines anymore. If you want me power, then you and I? We will become one."

"Hold up one second, what?!"

"Not in the literal sense child," the goddess snorted, "you will become my avatar, my window into the outside world. I will see through your eyes, I will live through you. Do this for me and I will give to you my power….do we have a deal?"

"Is that all you want? Just to see the world? To experience it?" Felicia asked.

"Yes...the Age of Heroes I believe your lover called it," Best smirked as a blush reached Felicia's cheeks, "he did that for you didn't he? Become a fugitive. Whether he knows it or not, Peter Parker is the flag ship for this age, those that come next follow him. I had watched the world for eons, I can sense when great changes approach, and I wish to know just what kind of person this man is...I see great things in his future and yours Felicia Hardy."

"I see...well then," Felicia thrust her hand out, a smile on her face, "partners?"

Bast looked at the offered hand and smiled, clenching it by the forearm, "partners."

 **That morning:**

Felicia opened her eyes and pulled herself up. She looked down at the totem of Bast around her neck and grinned as the dull brown eyes had changed into the vibrant blue Bast herself had.

"Cool," Felicia whispered.

' _I'm glad you think so._ '

"WAH!" Felicia cried out as she dropped the necklace in shock. She looked around her room, "Bast?"

' _Here. Like I said, I can see the world through your eyes...meaning, I can talk to you through the totem._ '

"I see...wait, does that mean you'll be seeing everything?" Felicia asked as suddenly she blushed again, a random thought coming into her mind.

' _Yes Felicia, I will be seeing everything. I will also feel everything and I have to say I'm looking forward to being ravished by Peter. From your memories it seems you and him and quite adventurous. You naughty kitten._ '

"Hey! How do you know that?! I thought you couldn't read mind?!" Felicia cried out in panic as she recalled every single embarrassing moment in her life, which she now realised Bast could see for herself.

' _Do not yell, we can communicate through our shared mental link, so stop acting like a mad person. And relax, this is all nothing I haven't seen or done before. I mean, I was a spry kitten in my day and….wait...did you two...how….oh my...I certainly never did that upside down._ '

" _SHUT UP!_ " Felicia cried out mentally and she went back into her bed, pulling the sheets over herself. This power up had better been worth it.

 **That afternoon:**

Felicia sighed as she tightened her robes and looked across the field to Mordo. The man noted the totem around her neck and raised an eyebrow, "where did you get that?'

"A friend gave it to me. For good luck," Felicia replied.

"I see...you are a terrible liar."

"And the Ancient One friendzoned you," Felicia snapped back. Mordo starred, she shrugged, "you know it's true."

The green robbed sorcerer charged, his staff flashing forward like a whip. Felicia ducked under his sweep and grabbed the end of the staff in a single motion. Both Mordo and Felicia looked at her hand in surprise, Felicia grinned and began to chanel her chakra.

A silver aura covered her body as the silhouette of a panther covered her body. Silver claws formed around her hands as she punched Mordo in the chest. The Sorcerer was sent flying across the training yard, gaining the attention of the others.

Felicia threw the staff of the Tribunal aside and walked forward. A white tail swigged behind her, dark whiskers marks came on her cheeks as she stood over Mordo, a smile on her face as she began cracking her knuckles.

"So, shall we begin?"

 **A month later:**

Wanda Maximoff was out of breath, "damn you Kitten."

"Hey, you're the one who said she didn't want a break," Felicia smirked as she and Wanda circled each other, Felicia was barely breaking a sweat. They had been fighting for over an hour, yet Felicia didn't feel tired at all.

"Ever since you got that totem, your stamina has been stupid crazy," Wanda sighed, the magical circles around her hands flickering in and out of existence, "I'm sure Spider's going to love this."

' _Oh I'm sure he will,_ ' came Bast's mental purr.

" _Shut up you horny cat,_ " Felicia replied mentally before gained focus back to Wanda, "so, another round?"

"Yeah..why not," Wanda said as she threw he hands forward and sent a blast of energy at the thief before her.

Felicia in return leaped over the attack, landing behind Wanda in a crouch. The Scarlet witch turned to blast the girl again, but Felicia ducked and swevered between the red blasts of energy, slipping into Wanda's defences and leveled a white claw at her throat.

"Winning," Felicia grinned.

"You're emulating Spider too much for my liking," Wanda growled as she dispersed her powers.

"Yeah, but I think it's endearing," Felicia smiled as she removed her claw, deactivating her abilities as well, turning back into her normal form, "so, dinner?"

Wanda nodded, "sure..." the woman smiled, Felicia smiled back, ecstatic that she finally, finally managed to reach Wanda's level. Bast helped, never let it be said otherwise, but if Felicia hadn't trained as hard as she did, all the power in the world wouldn't have made even the iota of difference.

"Wanda!" Tandy Bowen cried out as the star pupil of the Ancient One ran out into the courtyard dressed in blue and silver robes, indicating her rank and special status within the monastery.

"Tandy, what's wrong?" Wanda asked eyeing the girl.

"Something appeared in the library, it has yours and Felicia's name on it," Tandy explained as she gave Felicia a polite nod in return. Ever since Felicia gained her totem and began showing some skills in the mystic arts, Tandy's respect for her grew, now they at the very least acted politely.

"We need to go," Wanda turned to Felicia.

"Right," the silver haired beauty nodded as the three moved to the underfloors of library where already a crowd of students had gathered around the underchamber that held the Eye of Agamotto within.

"Ms. Hardy, Ms. Maximoff," the Ancient One greeted them as she, Wong and Mordo held the students back. Felicia cut through the line and looked at what was in the middle of the gathering.

"Woah," Felicia whispered, there were two items on the floor. One was as big as Felicia's hand, wrapped in silver paper with bow on it while the other was a little bigger, wrapped in red.

The Ancient One raised an eyebrow, "do you recognize it?"

"No," Felicia whispered as she walked forward, Wanda right behind her. She bent down and looked at card on the gift, noting the handwriting. Felicia immediately smiled, "but I recognize the handwriting."

"Peter?" Wanda asked.

Felicia nodded as without a second though she began tearing the present apart. "Wait! It could be a trap!" Mordo cried out, but Felicia ignored him. She held up a black box and opened it up, gasping at what was inside.

"What is it?" Wanda asked, eyeing the box.

"That man," Felicia whispered as she took out and held two silver bracelets in her hands, "cannot believe him."

"What is that?" Tandy asked.

Wanda reached into the box and pulled out a note that was underneath the bracelets. She opened it and read out loud, "Kitten, these are much better and won't break. Love, Peter. Happy Birthday."

"It's your birthday?" Tandy asked, for which Felicia could only nod, too busy admiring the circles of silver in her hands.

"Oh, false alarm people. It's just Parker being romantic," a student called out as everyone groaned and walked away, disappointed from the lack of danger.

The Ancient One chuckled, "well, while I'm glad this wasn't a dangerous item, I must say the others are disappointed. Oh well, carry on," she dismissed Mordo and Wong, leaving the library herself.

Felicia slipped the bracelets on and smiled, the silver shimmering in the light. ' _Isn't that sweet,_ ' Best pureed, ' _and you didn't get him anything._ '

Felicia smiled, " _yes I did. I just didn't get the chance to give it to him yet._ "

"There's more," Wanda said holding up the note, "he says: 'Say the words Claws up to make them work'. Any idea what that means?"

"No," Felicia whispered as she checked the bracelets for their web shooting function, only to find the gadget missing, "must be a voice activated model. Alright, Claws up."

Felicia almost jumped out of her skin when the bracelets suddenly came alive. A wave of dark material began crawling down her skin, covering her body in seconds. She could hear the clicking of metal as the dark material covered her face, everything turned dark, for a second Felicia thought it had been a trick.

But then she could see once more, now through a lens that displayed the world in an augmented manner, displaying various details around the air, her heart rate, stamina and even a 3D rendering of what exactly she now looked like.

Felicia looked down at her costume and whistled, "holy shit."

She was covered from head to toe in a black suit that hugged her body tightly. It had a matte finish with runes of some kind etched into the very surface of the suit. The bracelets extended into silver claws that surrounded Felicia's digits, the padding of her palm soft like a cats.

For the first time Felicia had a helmet to gaurd her face. It was blank with two white eye slits, and two cat like ears that popped out on the sides. Her hair was allowed to be free though as it came down and around her neck like a mane of a lion.

Her boots wore white, a belt was wrapped around her hip to cut the skull black bodysuit. The buckle had a cat's face as its logo. Two white lines came down her side from her upper torso down to her knees.

The suit felt like nothing she had ever felt before. It behave like leather, but there was no traction against her skin. It moved like a UMF suit, but you could see it wasn't just simple cloth, but armour just beneath the surface.

Yes, it really did pay off dating the nerd.

' _This reminds me very much of my other champion,_ ' Bast whispered off handedly, Felicia admiring her costume too much to notice.

"Okay, that's new," Tandy whispered.

" _Welcome Felicia Hardy,_ " came a familiar voice startling the girl.

"Wait...Sexy?"

" _I am an AI Mr. Parker designed around his own, yes, but I'm your personal suit's AI, I do not have a name, though Mr. Parker referred to me as Kitty Protector._ "

"Great, just what I need, another voice in my head," Felicia whispered, "can't I call you something else?"

" _Of course. What would you prefer to call me?_ "

"How about...Leo?"

' _Original,_ ' Bast snorted.

" _Shut up,_ " Felicia replied.

" _Leo is fine. Would you like me to play Mr. Parker's message for you now?_ " the AI asked.

Wanda and Tandy grew alert as Felicia nodded, "yeah. Can you display it out?"

" _Of course,_ " the AI replied as the center of Felicia's chest came alive, pushing a hologram out into the air.

The image began of Peter leaning close to the camera, "hello? Is this thing on?" Felicia couldn't help snort, she wanted to look at the video with her own eyes and reacting to her desire the suit subsided from her face, vanishing down her neck.

Having no time to comment on what just happened Felicia turned back to the hologram where Peter now stepped away form the camera, smiling proudly, "hey Kitten."

"Woah," Tandy whistled, "was he always this jacked?"

"No," Wanda replied before Felicia, "he most certainly did not."

Since they saw him last Peter had changed. A lot. He looked bigger now, Felicia waggered he put on a few pounds as well judging by the size of his muscles. He also had the beginning of a thick beard, though for now it was just stubel.

"The dwarves must be really pushing him," Felicia whispered, she noticed the bandage around his right hand, he had been hurt...no, he can't get hurt. Then maybe he did it because his hands were paining from hitting metal for so long.

"Happy birthday," Peter in the hologram winked, "you thought I forgot didn't you? No way. Any how, I'm sure you're admiring the new suit, it's the same kind I use, minus a few kincks that I managed to iron out. Nanotech with stealth in mind. It's mind out of vibranium, can absorb and redistribute kinetic energy. I'll have Kitty Protector give you the summary, don't worry."

He then sighed, rubbing his neck, "things here have been coming along to slowly for my liking. The dwarves are...brilliant, but slow. I wish they could hurry things along but whatever. I managed to get a spacecraft from their junk pile and put it together. I also managed to access hyper space travel, your gift was my first test subject, hopefully it arrived on your birthday on time. I'll admit this is a first for me.

"Anyway, I'll be coming over in two months time, I just wanted you to know I'm thinking of you and tell you how much I love you. Don't work yourself too hard Kitten," Peter's smile faded for a second before it returned, "also, since it's been some time, I'm sure you're as pent up as me. So...enjoy," he then proceeded to take of the tank top he was wearing before moving down to his pants.

"St-stop! Leo stop the message!" Felicia cried out.

" _Understood,_ " the AI cut the hologram just as Peter began dancing.

"I hate you," Tandy hissed, "you couldn't have waited for a few more seconds?"

"Shut up," Felicia sighed, palming her face, her boyfriend was stupid hot, so why-oh-why did he insist on doing things like this?

Wanda then turned to the second package on the ground, "I think that's mine."

"Oh, maybe he's going to strip for your birthday surprise as well," Tandy replied, now excited again.

Wanda narrowed her eyes, "it's not my birthday," she did however summoned it to her hands and opened it apart, finding a cloak folded inside rather than a set of bangles.

Felicia reached in and took out the note attached reading it out loud, "Wanda, I don't know when your birthday is. I bet that's because you think your so cool and all by keeping it a secret. Anyway, say Witcher to activate."

Wanda threw the cloak around herself and whispered, "Witcher," out of the cloak poured out red and black particles that formed a suit around Wanda as well, this one however didn't seem to have the metallic properties that Felicia's did as formed a corset around Wanda's toros our of which came the rest of the suit.

A full black bodysuit came out with a thick belt on Wanda's hips. The consent had a skirt going down to her knees, split at the sides to reveal her back tights covered thigh.

She wore full length black gloves on her hands with red fingers digits and a red cowl around her shoulders and neck. The cloak was attached to the cowl with a hood forming over Wanda's head. And pulling the whole costume together, were knee high red boots that clung to Wanda's legs like rubber.

"Why do I have stripper boots?" Wanda grumbled looking at said boots.

"Do you really want me to answer that?" Felicia smiled.

The goth waved her hand to blast Felicia into a nearby chair, but instead of a gentle push she was expecting, Felicia was sent flying across the room.

"Oh shit!" Wanda cried out, she was about to stop Felicia when the woman landed on her feet, her costume already making her helmet appear to protect her face.

"What the hell Wanda?! I was joking!" Felicia cried out.

"I-I...I think the suit's giving me a power boost," Wanda whispered as she looked down the clothes she now wore, her eyes narrowed, "I really can't say, but there's something about these robes...I think Peter infused them with dwarven magic."

"Damn..." Tandy whispered, "but wait, I understand why Felicia gets a new suit, but why do you?"

Wanda turned shrugged, "probably additional protection for when we go into space to get Jean."

"Oh, right," Tandy replied, "you know, I've been meaning to ask, do you think I could come too? Jean's my friend too you know."

Wanda and Felicia shared a look as the former sighed, "Tandy, this isn't a picnic or even a bid to save Earth. It's outer space and it's-"

"-If you tell me it's too dangerous I'm going to hurt you," Tandy growled as several light dagger appeared between her fingers, "I;ve been training just as hard as you Wanda, and longer as well. And I was also there to help beat Kaecilius back or did you forget? I'm not some damsel in distress, I can take care of myself."

Felicia stepped forward, "and if you die?"

"I...I won't."

"But if you do?" Felicia asked, "we can't ask you to do this, risk your life for no reason. Wanda and I will be more than enough to help Peter in whatever crazy plan he's cooked up."

"And what if you get hurt?" Tandy asked, "how are you going to heal?"

"I doubt anything could get passed Peter's suits," Wanda said feeling her gloves.

"But if it does?" Tandy asked. Felicia and Wanda to each other, silent. Tandy continued, "look, it's cool you all want to take this on yourselves, but you don't have to. You know that right? You aren't alone in this, let me help you. Please."

Wanda sighed, turning to Felicia for help. The woman shrugged, so the proto-mutant rubbed her head, "fine...we'll ask the Ancient One if you can come."

"Oh come on!" Tandy cried out, "we already know what that buzzkill is going to say!"

 **Five minutes later:**

"Yes." Wanda, Felicia and Tandy's jaws nearly dislocated. The Ancient One raised an eyebrow, "it really isn't that shocking is it?"

"Well, it's just that," Felicia scratched her neck, "you didn't really let Tandy out the last time, like for London?"

"That was when she was still a novice, now however she is much more advanced then half the pupils here," the Ancient One admitted, a smile on her face, "and, if I'm being honest, it's about time you made choices that were your own. Your old enough now, you can both make your own choices and face the consequences of them."

"So...I can go?!" Tandy asked with a cry that startled everyone around.

The Ancient One nodded, "yes...but I was under the impression it would be only you two and Peter, is that not the case?" she asked turning to Wanda and Felicia.

"It is but..." Felicia turne dot Tandy, "we could always use more help and if I'm being honest with myself...the more the better. We're going headfirst into the unknown reaches of space. It's best if we at least had help of some kind we could rely on."

"Yes, but other than Tandy, we don't really have people lining up," Wanda shrugged, "and we can't ask people we don't know to risk their lives..."

"No...but we do still have some allies...Leo," Felicia called out.

" _Yes Ms. Hardy?_ "

"Can you send a message to Peter?"

" _Yes, but it will take a full two weeks to reach him. What is the message?_ "

"Simple. Tell him to make the ship larger, we're going to be brining help."

" _Do you know how much?_ "

"Just tell him to make it as big as possible...and tell him we'll be waiting for him at the roof of his first job."

 **Baxter building:**

Sue Storm looked at her screen and sighed, making some quick calculations in her mind she already had the total spending budget for the Baxter foundation ready. It was...a lot.

Ever since Peter and Reed helped stabilize the portal to the Negative zone, Johnny and her had been taking daily trips into the place in order to get raw materials. Most they researched, but precious items like gold or diamonds they sold.

The total spending budget was...well, let' just say if Peter had asked for some money for his UMF project now Sue could have funded it a dozen times over. They really had too much income, the problem was, a lack of an outcome.

Since Doom attacked, the second time that is, the number of applicants had reduced by half. People still applied to the Baxter Foundation, but they were significantly less talented and below the standard Sue and Reed had agreed that all members had to meet.

There were a few sub-committees, like the HArvard branch and the one at Caltech, but they weren't really producing the cutting edge tech the FF was famous for. They weren't Reed Richards or Peter Parker.

"Hey, where do I put the Silverson file?" Johny called out from across the room, carrying a box of files in.

"Second shield, fourth drawer," Sue pointed at a row of shelves behind her.

"Right," Johnny nodded, "by the way, I finished looking through the present applicants and found a few that stuck out. You want me to hand them over?"

"If you think they are worth the time," Sue mumbled, still distracted.

Johnny sighed, "sis, you need to focus...what's wrong?"

"Nothing's wrong, everything's fine," Sue leaned back rubbing her nose, "just tired."

"Why? Is there something wrong with the books?" Johnny asked as he put the stack of files away, "I thought we were fine financially."

"We are," Sue sighed, "can't say the same about our name though."

"What do you mean?"

"The Baxter Foundation has basically become a Death Pit Johnny," Sue said as she got up, walking over to her terminal to finish up her monthly record for the IRS, a special need given their unusual form of money making, "no one will touch us. Not SHIELD, after what Peter did I don't blame them."

"Hey, they were bad guys! Peter literally saved the world!" Johnny cried out in defence of his best friend by default.

"I know that Johnny, I'm not saying he wasn't in the right," Sue sighed, "but that also means no one is even considering to give us a government contract anymore. And without any proper scientist on hand to lead the Foundation..."

"Sis...what's wrong?"

Sue stopped typing, leaning over her keyboard before turning to her brother, "I think it's time to shut this place down..."

"What?! Are you crazy?!" Johnny cried out, "sis dad built this place from the ground up! So what if we aren't making any new stuff, we still have enough to keep going don't we?!"

"That's not the point Johnny!" Sue snapped, "the Baxter Foundation has always been about being the cutting edge, always about inventing new things and being at the forefront of humanities inventions! But now, we're just..."

"And it was dad's dream! You can't just throw that away like it meant nothing..." Johnny replied, plopping down on a seat, his spirit exhausted.

"Johnny...I remember more than you think..." Sue said as she sat down next to her brother, taking his hand in her's, "when dad was still alive...he brought me here, there first day the Baxter Foundation opened up it was...magical. The people here were so driven, so brilliant I...if he was here, he would be so ashamed...I let him down, I let his dream die..."

"Sue, that's not fair," Johnny whispered, "you can't put this all on yourself?"

Sue sighed, leaning back, "can't I? It was my responsibility, but look at us now..."

"...Do you regret it? Any of it?"

"Not for one second," Sue replied without an iota of hesitation.

"Well that's good to know," said a sudden call that startled both Johnny and Sue. Suddenly the air before them began to shift as a tall feminine figure appeared before them dressed head to toe in a black suit that hugged her curves.

"Who the hell are you?!" Johnny cried out as he exploded in flames, standing before his sister.

"Relax flame breath," the figure replied as her cat motif helmet vanished, revealing a familiar face grinding down at them, "I come in peace."

"Felicia?" Sue blinked as she got up in surprise, "what are you doing here? I-Is Peter here as well?"

"Nope, he's...well, he's currently on another planet training with dwarves," Felicia rolled her eyes.

"I'm sorry, run that by me one more time?" Johnny asked, his flames dying away.

"It's ah...it's a long story...but," Felicia's eyes began to twinkle, "we could use your help." Sue and Johnny turned to each other, a spark came alive in the siblings eyes.

 **Xavier's Mansion:**

"So...Jean's...gone?" Scott Summer said the words, but he still couldn't believe it.

Wanda Maximoff nodded, a twitch of sorrow in her sohail solid demeanor, "yes...but we're going to get her back."

"And you come to us to ask for our help I assume?" Charles Xavier asked as he and the rest of his students gathered around the dinning room to listen to Wanda, who had appeared out of a spinning portal a few minutes ago,

Wanda nodded, "yes."

"Well then let me give you an answer...no," Charles replied firmly.

"Professor!" the students cried out.

"You can't be serious Chuck," Logan growled.

"I am," Charles replied, he noted Wanda's features, it didn't change a single bit upon hearing his decision, "do you understand why?"

Wanda nodded, "yes. Jean was your charge and you blame us for what happened. You don't want to risk another student of yours getting hurt."

"Exactly," Charles replied, "I already had to lie to Jean's parents. I don't….I don't know if I can do so again."

"But we can't just stand back and do nothing!" Scott cried out, standing up, "Jean's one of us and she's out there, lost. They need our help professor."

"Scott, you are not an astronaut," Charles replied hotly, "imagine if you lose control of your powers in space? Think, for one second, and you would blow a hole into the side of whatever ship you were on."

"They I better be careful won't I?" Scott replied.

"Scott," Rouge called out. The boy looked down at the girl's worried look, he reached down and held her hand tightly. They stared at each other word a moment, before the girl sighed and stood up, "if he's going, I'm going."

"You cannot be serious," Evans cried out.

"It should be fine, right professor?" Scott called out, "Rouge and I have no family, you won't have to lie to anyone if we die."

"That's not the point Scott and you know it!" Charles cried out before turning to Wanda, "does Peter know about this? I doubt he would approve."

"No, he doesn't, but we don't need his permission," Wanda replied, "he may be the one in charge, but he's also one of the most stubborn men alive. He won't admit he needs help unless he's on the floor bleeding and Felicia and I would rather not be put through that. So while he might not approve, he still needs allies, you know this, I know it, we all know it. We can't bring Jean back without help..."

Charles was silent, the whole mansion was quite. And then Logan spoke, "I'll be going with them, as a chaperone."

"Then I'm going to," Evans cried out, "no way am I missing out a chance to go to outer space!"

"You will do no such thing!" Orro cried out, "I will not allow you to go out into space! Your parents would kill me!"

"But aunty O-"

"No Evans, Orro is right about this," Charles called out, he turned to Scott and Rouge, "if you two are set on this then...I cannot change your mind...Logan, please, take care of them."

The Wolverine grinned, "don't worry bub, I will."

 **Bar- NY:**

Jessica Drew wanted to throw her beer bottle into the TV. Again. But she restrained herself, last time she did that she got kicked out. It took a lot of begging and some phenomenon manipulation to get back in and she didn't want to do that again.

The reason for her annoyance was simple. SHIELD was once again on the NEWS. The story was about how they had developed a new prison for powered individuals out in the middle of the ocean, a debate was being held about if this was ethical or not.

It had been nearly a year since Jessica Drew left SHIELD. The day Peter Parker blew up the ground floor of the Triskelion and exposed all of SHIELD's dirty laundry was the day she turned in her badge.

Once more, without realising it, she had become a tool for HYDRA. It seemed no matter what she did, that was always going to be her destiny. To be used for evil, to be treated like a weapon.

Since then she tried to land on her feet, joined a private security firm. Got into the bodyguard business. Got kicked out because a client tried to get handsy with her for which she broke his wrist. To be fair, she did warn him three times before doing so.

And now she was in this bar whose name she forgot drinking beer that tastes horrible. She was just in the middle planning out her disappointing evening when she found someone slip into the seat across from her.

She recognized the face, it was hard to forget silver hair and those tits. Jessica Drew smiled as she finished the last of her tenth bottle of beer and placed it aside, "so Ms. Hardy, what can I do you for?"

"Why do you drink this stuff if you can't get drunk?" was the first thing Felicia asked.

Jessica snorted, "it's the thought that counts."

"Hm….so you busy?"

"Do I look like I'm busy?"

"You look like you want to break the TV."

"Maybe...what's up?"

"We need your help," Felicia replied as the waitress brought her a cocktail, for which Felicia tipped her generously.

"We?" Jessica asked as she took the cocktail, Felicia eyebrow twitched in annoyance, "you and Peter?"

"Maybe...we need your help getting Jean Grey back."

"The red head? What happened?"

"It's a long story."

Jessica hummed as she played with the cocktail's straw, "tell me, do you think it's a good idea to bring me along?"

"Why?" Felicia asked.

"Did Peter tell you?"

"Oh, you mean that time you two fucked like rabbits? Oh yeah, he told me," Felicia rolled her eyes.

"And…?"

"And what?" Felicia shrugged, "we were on a break...god I sound like Ross….anyway, it's not like I didn't have a fling during that time myself. Besides," Felicia winked, "I've recently learnt the importance of sharing."

Jessica Drew raised an eyebrow, "huh...are you hitting on me?"

"Maybe if you didn't look like a drunken mess," Felicia shrugged.

"Hey, I'll have you know the drunken mess look is quite popular these days."

"With who? Other drunken messes?" Felicia snorted, eyeing the few men who sent them looks.

"Tch, fine, what the hell. If Peter needs my help I'm all for it. When do we begin?"

"Two months...get yourself together by then. Peter should be here on his ship by then."

"I'll think about it," Jessica nodded as she sipped her stolen drink before blinking, "wait...ship?"

 **Two months later:**

I felt like I was going to cough up a lung when I got out of the vibranium energy chamber. My feet felt wobbly, it took me a moment to feel myself, everything felt...bloated.

"Sexy, scan," I blurted out as I grabbed the chamber's walls to steady myself.

" _It seems the modified blood had taken root into your system, but I cannot predict how it will react._ "

"Expected," I whispered as I limped my way over to the lab's table and bent over, dry heaving. This time wouldn't be like the other times. This time it was different.

It took me a while to understand, if I recall correctly it was in the middle of a class in Magical energy manipulation that the idea struck me like a bolt of lightning. No pun intended.

I remembered just how difficult it was for me to adapt Franklin Richards powers into myself. It took Jean going near Phoenix levels of power to bring stability to my mind. At first I figured it was because the power was just too much for my boy to handle, but I never figured out why.

After a few hours of research, I got my breakthrough, including the idea of how to adapt Thor's blood into my system. The reason Franklin's powers almost burnt me out was because it was just too vast, I had to limit it, Jean, knowing or unknowingly, set a limiter on my abilities.

For now, I could only use the psionic portions of Franklin's powers, but the stronger and more adaptable I became, the more power I could push out. But for Thor's blood, I made a slight difference.

I closed my eyes and entered my mental landscape. There I saw my mind for the first time since I got Franklin's powers and other than the city of my memories, the only difference seen was the Dark Tower, which now held around it's grounds a great many bolts of lightning that came crashing down from the 'sky' above.

Around the many bolts of lightning, a ball of red energy flew around, swaying gently around the Dark Tower. This was the representation of my psionic powers and the lightning, well those were all the other powers I couldn't yet control.

I closed my eyes and began scanning my mind and aura. It took a moment, but I found the traces of Thor's powers slowly taking root inside of me. Launching a preventive strike, I reached into myself and pulled the energy out.

When I opened my eyes, I found myself holding onto a great big ball of light. Thor's powers, they were just beginning to form, and if I let it go on as it naturally would, I risk an incident like with Franklin's powers.

This time I need to set the limitations by myself. So with that in mind I flew to the middle of the city inside my mind and mentally cleared away the buildings and other items, creating a mental projection of a great pedestal with steps leading up to it.

I landed before the pedestal and placed the ball of light on it, closing my eyes to convert the energy into something more...tangible to make it easier to picture and use.

It took a moment to understand what it was I even wanted to do, and even longer to do it. The energy was flowing like a slowly rising tidal wave. It was become more and more disruptive to my will but at the same time, I could hold it under my control. No doubt if I let it fester on its own, it would have spelled the end for me.

Slowly the ball of energy began to take form, evaporating and leaving in its place a copy of Thor's hammer in my hands. Just like Thor's Mjolnir would help him focus his powers, this mental projection will help me focus the powers I gained form him.

I placed the hammer on the pedestal and when I blinked I found myself back in my ship, back in the real world.

" _Has your mental shields been perfected sir?_ " Sexy asked through the coms.

"I think so...only one way to find out," I whispered as I closed my eyes and pictured holding Mjolnir, it took a second, just a second, before the surge of energy came into me.

"ARGH!" I cried out as I held my body in pain. The surge of energy was...massive. It was more than anything I ever felt before. Immediately I pictured myself dropping the hammer and allowed the energy to slip away, the pain was still there, but was now faint, just a whisper of what it once was.

" _It seems while you have managed to contain your energy so as to prevent another incident like with Franklin Richards own powers, it sadly it still too much for your body to fully adapt._ "

"Anything we can do about that?" I asked.

" _From what I can estimate time is the only solution. Your body needs to adapt to the extra strains of energy. Eventually, I'm sure you can use the powers of Thor without such painful repercussions._ "

I sighed, shaking my head, "one step forward, two steps back...fine, how long was I out?"

" _17 hours, we will arrive in 4 hours,_ " the AI replied.

"Alright..so I have some time," I tapped my chest piece and the suit slowly deactivated, retreating back into its base form. I placed the now seemingly plain white shirt on my work table and began my upgrades to it.

This was perhaps the best part of using adopting nanobots as the base for you suits. Any updates you make could be added on like a software patch and it didn't demand you take it all apart and start over from the beginning.

 **Nearly four hours later:**

I sat down at pilot's chair, leaning back comfortably I washed as it entered what the rest of the galaxy called the 'Sol' system. I think I saw Jupiter pass by and slowly Earth itself came into view.

I smiled, I was home, after so long...I was home. I recalled Kitten's message, she was going to meet me at the roof of the Baxter building, and if the rest of her message was correct we would be having company.

She didn't tell me who though, so I admit I was now curious. I double-checked to make sure the ship'd cloaking system was online, I didn't want SHIELD or something worse picking up on me as I came in.

Slowly the ship passed over continental America before dropping down to New York state and the city. A wave of nostalgia hit me, a desire to jump out and swing through the city once more. But I couldn't...I traded away that life when I decided to fuck over canon and now, I had more important things to do.

I spotted the Baxter building and slowly had Sexy bring it down. I got up from my chair and walked over to the side door of the ship, checking my armour. While visually there wasn't much difference, I did however removed my mask. There was no need for it anymore.

The suit's upgrades were mainly additional defence and a kinetic energy distribution system like the one I had in Felicia's suit. Which I'll admit I shamelessly ripped off from the Black Panther suit. Now that I think about it, Felicia's suit looks a lot like the one T'Challa wore...huh.

The ship landed and the door opened, I stepped out and blinked, "well...this is a lot more than I thought."

"Peter!" Felicia turned to me, her mask withdrawing to show her smiling face. I don't even remember her jumping into my arms, holding me tighter than I thought possible, but the next thing I knew she was planting kisses against my lips, each filled with a desire to never end.

"Alright lover birds, break it up!" Johnny cried out, "some of us are disgusted you know!"

I smiled as I pulled away from Felicia, my eyes looking at her, only her, "I missed you..."

"I missed you...love your gift by the way," she winked, "where did you learn how to strip?"

"Ah, let's not talk about that," I blushed remember the present I had sent over. I held her hand in mine and turned, once again startled by just who was there on the roof of the Baxter building as well.

Johnny was grinning like a loon, Ben and Sue smiled as well, though I could smell the feeling of envy from Sue. Wanda stood with Tandy and the whole school of X-men, a stoic Charles Xavier was present there as well.

But it was the last group of people there that surprised me the most. "Ha-Harry? MJ? Liz? Gwen?" I asked in shock, looking across the faces of the people I came to call my friends, all waiting there for me.

I turned to Felicia who just smiled coly, "I figured if we're going out of space for a while, you might want to talk to them as well."

"Hope you don't mind, but you ain't leaving me behind this time," Tandy called out, grinning.

"Tandy...are you serious?" I blinked, "does the Ancient One know? Or did you sneak out?"

"She knows," the girl said proudly as she held out a necklace with a jade shard attached to it, "and she even gave her blessing." Which really surprised me.

Everyone slowly gathered around in a tight circle. "So Peter," Charles looked over to my ship, "that seems a little small, yes?"

"It's bigger on the inside, trust me," I replied, "I applied a little dimensional folding technology to increase the space inside to nearly hundred times what it was. You could fit a whole crew in there, though I have to say I didn't expect so many of you to be willing to come along."

"They are not," Charles said firmly, I smelt the man's anger and grief, and I understand just why he sounded annoyed. He sighed, "Scott and Rouge however will be going...along with Logan of course."

I nodded, "I understand professor...I'll get her back, I promise."

The man said nothing, just nodding. Scott and Rouge walked up, both wearing their X-men uniforms, looking ready as they could be.

"You two sure about this?" I asked, "this isn't going to be pleasant..."

"She's our friend," Scott Summer's replied, "we don't leave anyone behind." For a second, I was worried. Worried that Scott Summers was still in love with Jean Grey. Because I knew for a fact that this Jean Grey, my Jean, did not share his feelings.

I didn't want him ruining what he had to go after someone else. But, I didn't smell lust or love from him. No, I felt anger and a sense of purpose. He was determined. But I needed to be sure.

" _Why are you doing this Scott?_ " I asked.

The boy's eyes widened in surprise, " _h-how...are you a telepath as well?_ "

" _Something I picked up. Now, answer me._ "

" _I told you...Jean is my friend and if I can help you bring her home then that's what I'll do. I don't exactly understand what's going on but...I'll help anyway I can._ "

" _And Rouge? Does she understand?_ "

" _Yes...she does._ "

I nodded, "then welcome aboard," I turned to Wolverine, "you sure you cant to do this old man? You can barely stand flying..."

Logan grinned, he didn't wear his suit, just a leather jacket with a white shirt and a pair of jeans, "I'm sure. Besides...I spent nearly a century on this dirt ball seeing what's out there...it might be an interesting change of pace."

I shrugged, "fine. But I swear to god if you clog the toilet I'm going to throw out of the airlock."

"Like to see you try bub," Logan snorted as he walked past me into the ship, "where's my room?"

"Sexy?" I called out.

" _This way Mr. Howl,_ " the AI replied. Logan grunted at the use of his real name, but went in.

I shuddered, "space is not ready for the Wolverine."

"I'll say," Evans replied with a chuckle. Charles bid everyone farewell and had the rest of them leave, Kathy and the rest wished us luck before going downstairs, Orro helping Charles through the door.

"We'll head on inside as well," Wanda replied as she, Tandy, Scott and Rouge went into the ship.

I turned to the Fantastic Four, minus Reed. I noted his absence and sighed, "is Reed still..."

" **He's still out of it,** " Ben admitted with a rough voice, " **we check to make sure he's fine everyday but...** "

"Then maybe it's best if you three didn't come," I replied, "Reed needs his family."

"And you need our help," Sue snapped back with a fierce glare that startled even me, "don't think for one second you can do this without us Peter. We're coming with you and that's final."

"O-Okay," I gulped in reply, Felicia chukling under her breath.

"Besides, only Sue and I are coming," Johnny replied with a smile, "Ben's staying here."

The rock man nodded, " **yeah. Keep everything working smoothly until you all come back.** "

I sighed, "well, at least Reed will have one friendly face," and hopefully won't think I'm stealing the rest of his family in the process… wait, "but, Johnny, what about..." I turned it Liz.

"Oh please," Liz snorted, "that's old news."

"What?"

"They broke up," Felicia leaned in and whispered. I blinked, finally picking up on the hateful glares Liz sent Johnny who kept whistling and acting like he couldn't see it.

I sighed and mentally connected with Felicia, " _did he cheat on her?_ "

" _Something like that….._ "

"Alright fine, why don't you three go inside, check the ship out. I'm sure you're dying to see what changes I've made."

"Right-o! Hurry up!" Johnny cried out as he practically ran into the ship, a sighing Sue and chukling Ben following behind.

"Holy shit! This ship is huge!" Johnny cried out in shock. I sighed and turned to my group of friends who had been waiting patiently for a while now. I smiled, they smiled back.

"I don't like the beard," Gwen spoke first.

I blinked, "huh...not what I thought you would start out with..."

"Oh come on Gwen, I think it's nice," Harry shrugged, "suits you."

"Thanks, trying something new," I said as I ran my fingers through the stubble, turning to Felicia, "you like?"

"You know I have daddy issues," Felicia said as everyone chuckled.

"So...space huh?" MJ spoke, the red haired actress had her freckles come out, she smiled, "did you seriously build that space ship?"

I shrugged, "repurposed it actually….how are all of you?"

"And he finally asks!" Liz cried, throwing her hands up in dismay, "you seriously couldn't call? Or text? Not once?!"

"Well...I was kind of busy?"

"Busy like gearing up your new protegee?!" Liz cried out, pointing at Gwen who gave a nervous laughter in response, "that's right buddy! Gwen told us all about your little stunt!"

"Well in my defence-"

"-And another thing!" Liz reached up and hit up the head, "did you seriously blow up SHIELD?! Do you realise what that did to my social life?! I'm a pariah Peter! A pariah!"

"Well...they were terrorists planning on enslaving the free world so I didn't have a choice."

"Oh really? Since when has it been your job to save everyone? Couldn't you have dropped Captain America a text saying, 'hey, what's up cap? By the Way, SHIELD is HYDRA. Okay, bye!'"

"Well, for one, Cap can't use a phone...I don't think. And two...I had no choice. With great power-"

"-You finish that god damn sentence and I'm going to rip your head off," Liz growled, "every day since you left Harry's been going on and on about power and responsibility. And now he's got Gwen saying it too."

I smiled, turning to Harry and Gwen who were blushing and looking away from each other. "Oh, so Glider and Spider-woman are teaming up huh?"

"Oh yes, they have plenty of superhero planning sessions," MJ teased, "but the poor dears always come back with such horrible beats. Why just yesterday Harry had small black and blue bite marks all along his neck."

"Alright, that's it! Move aside!" Harry cried out, red in the face from embarrassment. He sighed as he tired to look serious, "so...how have you been?"

I however had no plans on changing the subject, "hey Kitten, remember that time I was testing Gwen out?"

"Yeah, I do," Felicia grinned back, catching on quickly, "you told me Harry hated the idea of having her around. How the times have changed huh Glider boy?"

"I hate you, bot of you," Harry sighed.

We caught up, spending nearly half an hour just...talking. I found out so much about their lives. Their normal, not saving the world every month, lives.

Harry and Gwen were dating now, had been for a while. I did my best not to think of how ironic that was, consider in one world Gwen dies by Harry's hands and another she dies by his. But apparently they seem to make a good team.

They teamed up several times and after some time Gwen and Harry trusted each other to reveal their identities to each other and the girl quickly became introduced to MJ, Liz and Flash, the latter of whom didn't come because he was currently a football training camp. Apparently he a serious shot of getting a sports scholarship.

MJ had started her own band, apparently her ex had left a lasting impression on her. She had Gwen take up the drums and Liz the guitar. She was the lead of course and they called themselves, wait for it, 'The Mary-Janes'.

Classy.

Liz and Johnny broke up, and judging by the month of anger that rolled out of her she was still pissed off about it. But it did lead to her and Flash getting back together, and now that the boy went through a cathartic change of sorts, he was a much better person than before.

All in all, everyone was fine. Everyone was happy and safe. And I knew then that keeping them away from my own crazy life was the best choice I made. They deserved a chance to be happy...to be normal.

They wish us luck and soon left, promising to tell SHIELD to shove it if they ever found out that we met.

"Ready to go?" I asked Felicia.

"..." Felicia looked out at the city skyline, looking for something.

"Kitten?"

"Sorry...I thought she would come by now."

"Who?"

"Someone else I called...guess she wasn't interested after all..." I was about to ask her who she meant when I felt a suddenly stir in my body. A feeling of attraction I recognized instantly.

"Jessica?" I turned, and sure enough, standing at the edge of the roof top was Jessica Drew, dressed in a red jacket and black pants, smirking like a cat.

"So you came after all," Felicia turned and walked over.

"Yeah...space seemed nice," Jessica replied before ignoring Kitten and walking over to me. I knew she could feel the same amount of attraction to me that I felt for her. The chemicals inside us demanded it, though unlike before, we both showed much more physical restraint.

"How have you been?" I asked, remembering the night we shared, where she pushed away my loneliness for just some time.

"Good...actually, no," she sighed, "after you exposed SHIELD I quit. Jobless ever since."

"Oh...I-ah...I guess working for the good guy didn't turn out perfectly huh?"

"Yup...but it's alright," Jessica smiled as she curled a strand of hair behind her head, "I got you, and from what I can tell you won't stir me wrong."

"Kitten...this may not be a good idea," I turned ot Felicia, "Jessica and I...the pheromones."

"You saying you going to fuck?" Felicia asked raising an eyebrow.

"Maybe," Jessica replied, turning to Felicia, "two of us, in a tightly sealed ship, in space. It's not a possibility, it's an eventuality."

Felicia raised an eyebrow, "then do me a favour," she said as she walked past Jessica and me towards the ship, flipping her hair back, "call me."

We watched her enter the ship, pausing for a second, "woah...this ship is fucking huge..."

Jessica chukled, "that's some girlfriend you have there. Most won't be okay with the idea of sharing their boyfriend."

"Well...after Jean and everything we...I think it's just something we're used to," I replied, rubbing my neck nervously, looking at the woman who oozed off sexual attraction.

"Polyamorous?" Jessica asked.

"I...think?"

"You know you should just really call it what it is," Jessica smiled as she leaned in and planted a kiss on my lips, whispering into my ear, "a harem."

"Oh for the love of...please don't," I sighed, rubbing my eyes, "but then again that is what it feels like….so are you sure about this?"

Jessica shrugged, "hey, it's space, could be fun. Besides, it's not I have anything interesting to do here."

I snorted, "well then welcome aboard, Spider-woman," I extended my hand, Jessica eyes it before shaking. We walked into the ship and the moment we did Jessica stopped and looked around, amazed at the interior. I chuckled, "yeah, it's bigger on the inside."

"Somebody likes Doctor Who," she muttered, "where do I drop my stuff?"

"Through there," I pointed at the elevator doors, "god down one level and you'll reach the private quarters."

"Right, see you later, by the way, love the beard," she winked, walking away with a sway in her hips that I knew had to be on purpose.

" **Kid,** " I turned, Ben walked over, " **this is...an amazing ship you got here.** "

I smiled, "thanks Ben...how's things? With Kamar-Taj?"

" **Oh, I left that place,** " Ben said with a shrug.

"What? Why?"

Ben smirked, " **well,** " he held out his hands and closed his thumb and index finger, creating two orange circles around his wrists. Slowly, the rocks around his body began to recede, transforming slowly into human skin before they vanished altogether, leaving a very much normal looking Ben Grimm wearing clothes at least three sizes too big.

"B-Ben?" I asked, startled.

"Damn right kid," the former Rock man smirked, "figured it out a few months ago, came back to look after Reed as soon as I did."

"T-this is wonderful!" I cried out, giving the man a tight one arm hug, looking him over with Web vision, "I see, so the spell converts the rock into a second layer of skin, do you have to keep your focus at all time to make it work?"

Ben looked surprised for a second before he sighed, "damn kid, that's quick. Yeah, you're right. It's difficult, it really is, but I can manage it well enough. Although," the orange bands vanished and Ben transformed back, " **it takes practise to make perfect.** "

"You'll get it one day, I know it," I patted the man.

Ben nodded, " **yeah...kid...bring them home safe. All of them.** "

I narrowed my eyes, nodding, "I will Ben, I don't intend to lose any more friends...not now, not ever."

" **Good...then I'll get out of your hair,** " he gave me a hug before climbing off. As the ship rose back into the air I looked out the window to see Ben waving us goodbye. I sighed, I made him a difficult promise...but I fully intend to keep it.

"Peter?" Felicia called me. She stood behind me with a red box in her hands and a mischievous smile on her face, "you didn't think _I_ would forget did you?"

I blinked, "what...is this a birthday present?" I chuckled, taking the gift, "you realize you didn't have to give me anything right?"

"Oh sure, after you gave me a new bulletproof suit that was virtually indestructible, I don't have any pressure at all to try and measure up, right."

I rolled my eyes as I opened the box, finding a familiar black and red jacket inside, though with a few changes made to it. I picked it up and held it in the light. Stitched under the collar was the logo of the Baxter building, on the sides of both the arms were the Avengers 'A' logo, my own black spider, the sigils of the New York and London Sanctum and on the back were two tiny emblems, a black cat under the collar and a red phoenix underneath that.

"You got me a Michael Jackson Thriller jacket?" I asked in surprise, "how did you know I loved this thing?!"

"Guess," Felicia shrugged with a grin, "now come on, try it on!"

"Alright, alright," I shook my head in amusement as I slipped the jacket on, marveling at the way it felt against my body. I turned to the ship's window and marvel at the way the red and black of the jacket complimented my black suit underneath.

"It's brilliant Kitten," I turned to her, wrapping an arm around her and pulling her close, "thank you."

"Your welcome," she purred as she wrapped her arms around me, holding tight, "we're getting her back Peter...and this time I won't hold you back."

"You never do..."

"But you know, there is something you should know," Felicia pulled away, flashing me a cocky grin.

I raised an eyebrow, "and that is..."

"I didn't get you a Thriller jacket...I got you _the_ Thriller jacket," Felicia said, skipping away to the elevator as she did.

"Oh...wait...didi you," I looked down, pulling the jacket open and looking at the inside to see a label that read 'Original Thriller '82, as worn by Michael J. Jackson'. "Felicia...did you steal Michael Jackson's jacket?!"

"Yup! Happy birthday Tiger!"

"I-I-" I couldn't think, I couldn't believe it, I looked at the patches she had stitched onto the jacket's arms and back and gaped. As a fan of music this jacket was akin to the holy bible...and she stole it...for me.

I should be mad, I should yell at her. But instead I felt loved. She stole Michael Jackson's jacket...for me….oh my God I love her so much.

But of course if I said that it would just be encouraging bad behaviour. "Felicia Hardy! What did I tell you about stealing people's stuff?!"

"What's that? I couldn't hear you through the vibranium you stole from Klaw."

"T-that was special circumstances!"

"Peter!"

"What?!"

She grinned, "I love you too."

I sighed, I really couldn't stay mad at her. And..I had to admit, this jacket was pretty sick. Hehe, damn this thing is awesome!

* * *

 **I think I got my grove back. Fixed Felicia, hopefully, made her stronger, got new suits and assembled a team to take into space. I did consider a plot line where she goes to Wakanda on the command of Bast, but that would have dragged this chapter out too long and I'm saving the Black Panther for later.**

 **I have the next ten chapters planned out, all space related before it ties back to the Avengers back on Earth. Also, I guess I don't have much choice but to make this a harem, but that being said I'll do my best to make it seem realistic. But don't expect too much, asking a guy who hasn't been in love for over three years to describe unconditional love between more than one person.**

 **Also, for the one guy who wanted to know what actor Peter Parker looks like...I don't have anything in mind. I kept the description of him as vauge as possible so that the reader can fill in whatever they want in the place. Like whoever their fav Spidey is, like Tom Holland or even the Peter Parker from Spectacular Spidey. Me personally? Well...that's a secret.**

 **Also, for those of you keeping track, Peter Parker and Felicia Hardy are now 18, having nearly a year past since SHIELD blew up. I'll admit I kind of lost myself there time line wise for a second, but I should be on track now.**

 **Merry Christmas, Happy Holidays and here's to another Year of bi-weekly updates! Hopefully.**


	74. A week feels like forever

"So, what's the plan bub?" Logan grunted as they all gathered around the conference table in The Liberty.

"The plan is this," I waved my hand, allowing a hologram of the galaxy and it's close neighbors to come alive in the middle of the table, "right now, the climate in space is war. The Kree and Xandar are just settling down conflicts, but there are still many Kree who think the war should continue."

"Ah, excuse me," Johnny raised his hand, "can someone explain what you just said?"

"Oj, right, sorry," I rubbed my neck, "basically it's like this. In the greater reaches of space, there are empires ruling the majority of the planets and systems. There are a lot of them, but the ones to keep note are these. Sexy, display the prime players."

The holograms changed, now displaying three prime examples of the ideal members of major Empires. One was a blue skinned humanoid, the second was nearly identical to a white-human and the third resemble humans again but with feathered crests atop their heads instead of hair.

"These are aliens?" Johnny snorted, "they look like cosplayers man."

"I know, but trust me, they're aliens, three different species, three different empires, hundreds of thousands of lightyears apart," I replied, turning to Sue, "did you notice?"

Sue nodded, looking astonished, "yes...I did."

"What do you mean?" Tandy spoke up, "notice what?"

"Do you know the probability of a humans evolving into the bone structure that we currently have?" Sue asked rhetorically, "nearly three billion to one. And yet, apparently, three different races from three parts of the galaxy-"

"The Xandarians are form Andromeda," I replied quickly, pointing at the one that looked most human.

"Then that's even more astonishing," Sue replied, "to look so human...it was almost as if they were...we were built to look like that."

"I had the same question," I replied, bringing up the helix chain of Thor, "this is Thor's DNA, notice how similar it is?"

"Astonishing," Sue whispered, "do you have any data on this?"

"In the lab. I found a few common markers actually, if you look here-"

"-Oye! Nerds! Can we get back to explaining about the the intergalactic war?!" Jessica cried out.

"Oh, yeah, sorry," I chuckled nervously, "just fascinating you know? The idea we all were designed...anyway, we can discuss genetics later Sue," the woman shrugged, through her eyes showed just how eager she was.

"Now then, what you have to understand is this," I highlighted each race with a colour, Kree as blue, Shi'ar as yellow and the Nova Empire as red. The Nova Empire covered most of the Milky Way galaxy and the Andromeda galaxy, while the others took to other corners, each empire sharing borders with the other.

"For about a thousand years the Krees and the Nova empire have been fighting, badly," I sighed, rubbing my eyes, "however, things are settling down and they even managed to get a peace accord going. But, like always, someone isn't happy, then again they always are."

"So why are you telling us all of this?" Logan grunted.

"Because we are heading to Xander," I displayed the planet on screen, "the home of the Nova Empire and while we are there we're going to collect as much information as we can about any possible sightings of the Phoenix."

"Why the Nova Empire?" Felicia asked.

I shrugged, "simplest answer? They look a lot like us so we can blend it. But, not only that, they are also more open about their borders than the Kree are."

"How did you learn all of this?" Tandy asked aloud, "I mean, did the dwarves help you?"

I nodded, "yes. Nidavelir is...something of a myth in the greater galaxy. To them, the legends of the dwarves are just that, legend. The dwarves take no side in any war and buildings supplies to whoever pays them. We did get many traders coming to and from the station, so I was able to learn a lot from them, plus, I bribed a few of the dwarves to learn more stuff, like how to use the warp technology on this ship and the multi-language communicator."

"I'm sorry, what?" Sue snapped her attention back to me, "multi-language communicators?"

I grinned, "oh you are going to love this," I reached into my storage backpack and pulled out a blue box. I put it on the table and opened it up, revealing several nearly transparent blue dots an inch wide, the markings of Earthian circuit systems present on its surface.

"These will allow us to understand the language of every sentient speaker in the galaxy," I turned my head and tapped the underside of my left ear, "I already have one installed. It's simple enough to use and harmless. I also made some modifications to them, double tapping them will activate the team wide communicator function, three taps and stating a person's name will open a private channel."

"Fascinating," Sue whispered as she picked up a communicator, "how does it work? Does it convert the brain waves of the speaker into a language the lister would understand?"

"Close. It actually converts the language spoken into something the listener will understand through a direct translation," I smirked, "inside these blue dots is the basic script of every language recorded in the unknown galaxy."

"That has to be terabytes of data!" Sue gasped.

"Sue, trust me when I say you haven't seen anything yet," I grinned, "now come on, put them on and I show you the rest of the ship, give you a proper tour."

They looked at each other and sighed, the smell of annoyance going around the room. Maybe I should hold off on the better part of the explanations for someone like Sue or Wanda to understand and appreciate.

They put on the ear pieces, flinching as they did. "Don't worry, your nervous system should be adjusting any moment now," I assured them as slowly they system came online.

"Alright, as you all can guess, this is the congress room," I motioned to the circular room. It was large enough to fit everyone on the ship inside comfortably while also managing to keep a large circular table in the middle.

"That right there is the entrance to the engine room," I pointed to the far end of the room where a door was present.

"Why did you keep the engine room next to where we would all meet?" Logan asked, his army history backing his question about strategy.

"Because this room is the most guarded room in the whole ship, Sexy?"

The walls suddenly shifted as out of them came several canons that had a full 180 degree range along with a laser pointer. The circular table was split in half as it folded down and became a barricade behind which people could hide.

"The guns fire nuon energy beams, they are strong enough to blast metal part or stun them, depending on the situation. They are controled by Sexy, but in case the AI gets compromised you can also activate the manual override by pressing this button," I pointed to a small red button hidden behind the now barricade table.

"What happens when you press it?" Johnny asked.

I grinned, pressing the button causing the back of the barricade to transform into a screen that displayed the whole room from a bird's eye view. I tapped one portions of the displayed screen and suddenly all the guns began to point at said location.

"So you created a video game," Scott smiled.

I shrugged, "kind off."

"You know, if we ever get in trouble we wouldn't need guns," Rogue replied, "each of us are basically walking weapons."

"I know, but it's also for the ship's safety," I shrugged, "a little extra precaution. Now, the engine room," I snapped my fingers and the room turned back into normal. We walked out the engine room door and I pressed my hand on its surface.

It took awhile for the scan to work before the door opened up, revealing the room. There was a giant blue power core shaped like an energy turbine like one would find back on Earth. There were pipes running from the engine to the far side of the room, which was narrowing to a tapering close until they vanished through the wall.

"It's barely making any sound," Johnny whispered, "what's the fuel source? How does it keep its output stable? And why does the room look like it's smaller the further back it goes."

At certain times in life, I forget just who Johnny Storm was. A mechanical genius. "We can talk about the details later if you want Johnny. The room however is smaller in the back, the pipes lead to the exhaust that's present in the back of the ship."

I could tell other than the Storm siblings, the rest were getting bored. So I decided to hurry things along. We went back into the conference room and through the door directly opposite to the Engine room.

We stepped out now into a short corridor that lead into the navigation room and entrance up front. "This is the navigation room, as you all know," I pointed to the hexagon shaped room with various maps, charts and holograms on display, "if we ever get into a situation where we get into a dog fight this is where we'll need to be. There's only so much Sexy can do."

"Do you have any guns on this bucket?" Logan asked with a grunt.

"Yes...but they aren't done," I sighed.

Logan clicked his teeth, "kid, that's just about the dumbest thing I heard you say. If we;re seriously going to place that's just seen a thousand years of way we need to protect ourselves."

"True but with the modifications I've made to the ship, the engine and the ship's outward size, we might as well be the fastest ship in the galaxy. I would wager they wouldn't be able to touch us. Plus...we don't have much outside surface area to work with, so whatever we make has to be a weapon we need to only fire once."

"Maybe I can help with that," Johnny called out, "I've been meaning to make something that uses muon particles. It's based around the system you used. It's been an idea that's been bugging me for a while now..."

"Johnny, we don't make weapons," Sue hissed.

Johnny snorted, "sis, no offence, but that's exactly what we do. Or do you think any of Baxter foundation's inventions will only ever be used for Humanitarian needs?"

Sue looked like she wanted to argue but dropped it. Logan just then began sniffing, "what's that smell," he turned to the door to our right, his eyes narrowed.

"That's the kitchen come lounge," I explained.

"Why didn't you say so?" the man grinned as he walked inside, pushing the door open.

The kitchen was simple enough design with the kitchen counter placed to the far side of the room, a stove, fridge, sink, oven and dishwasher all finally made with an counter island placed just before it.

There was a dining table in the middle of the room with a couch on to side along with several seats around it. To one corner of the room was a hammock with a large screen that covered most of the wall over it.

"That a real window?" Felicia asked, looking amazed at the view of space. Stars flashing by, millions of millions of empty space passing us by at faster than light speeds.

"No, it's a picture captured by a camera outside the ship and rendered here," I explained, "I figured a place like this needs a view."

"No kidding," Logan grunted as he came up to the hammock and tested it out, grunting as he did.

"What's wrong?" I asked.

"Haven't been on one of these things for a while..."

"Why not?" Tandy asked, clearly confused. In response Logan growled at her, making the girl squeak and look away.

"It's fine Logan, the hammock is made out of a finely made metal alloy I picked up from the draves, it can hold the weight of your bones," I reassured the man.

Logan looked back at the thing before slowly climbing on. He waited for it to snap and break, and when it didn't he smiled, "alright everyone listen up. From this moment on, this is mine. If I ever find you sitting on it I'll gut you like a fish."

"H-He's not serious right?" Tandy asked Rogue. In response Logan growled and released his claws, much to the girl's freight.

"Alright, let's continue with the tour then," I prompted, but why Logan didn't move and asked, "you not coming?"

"No," he grunted.

"But...what about the rest of the ship?"

"Don't care."

I sighed, rubbing my temples, "why did I know this would happen...fine," I walked over to the kitchen and opened the fridge, reaching in and pulled out a beer jug that was filled with brown ale. I passed it to the man, "here."

"What is it?" Logan asked sniffing the drink.

"Dwarven ale. Bought some off a maker in exchange for helping her fix her breweries leaking pipes."

The man was curious for a second before he sipped the drink. His eyes shot open in shock as he began chugging the drink, spilling not a single drop as he downed it in one go.

"That, was amazing," Logan smirked as he wiped the foam on his beard, "you got more kid?" I grinded and pointed at the jug. The man's eyes widened as it began to fill up on it's own. Logan turned to me, "I think I'm in love with you kid."

"Oh great, more competition," Jessica whispered, though I knew for a fact both Logan and I heard it as the man chuckled and I rolled my eyes.

After leaving the kitchen, a very happy Logan left behind, we got into the elevator across the kitchen door and went down to the lower level of the ship.

The doors opened up to a long corridor with plain black doors on either side. "This is the general quarters," I replied, pointing at each door, "pick a room."

Scott looked at the space between each door and frowned, "they aren't very big are they?"

"Dude, you are in a ship within a ship. Do you think I would make the rooms small?" I rolled my eyes, opening a room door to prove my point.

The room was bigger than most would expect. It had a king size bed, a table and a chair along with a mirror and another monitor window like the one in the kitchen.

"This is bigger than the rooms at the Xavier mansion," Rogue whistled as they went inside.

"Yeah, I had that in mind. Sadly though it doesn't really have much in it," I shrugged, "you're free to customize it however you want though, so just pick a room and once we stop at Xandar and get some credits you can go nuts."

"Credits?" Felicia asked, the gleam of discovering a new type of currency appealing to my kleptomaniac of a girlfriend.

"A standard form of currency the great galaxy uses," I smiled, "individual planets do have a standard local system as well, but they can be translated into credits."

"How much would a dollar be?" Jessica asked curiously.

"Nothing," I shrugged, "since Earth isn't a very well known or even part of the galactic trade community we don't have a value for our money."

"How do you plan on getting these credits then?" Wanda asked.

"Dwarven goods," I shrugged, "I'll be selling a few things I made. Since it has the seal of Nidavellir on it it should fetch a pretty penny."

"Are the dwarves really that legendary?" Wanda asked in surprise.

"You have no idea," I shuddered, "remember that trader I told you about? The man is said to be one of the richest in the known galaxy, when he met the dwarves he was practically on his knees the entire time. He called every sir, even me, and I wasn't even a dwarf! So, while we can use the name on the products made, we should be careful who we deal with. Because people will try to target us if they think we can help them get to the dwarves."

They all understood my warnings and agreed to keep quiet.

Everyone picked a room, Scott and Rogue decided to bunk together, obviously. Kitten also decided to just stay in the room I was in, she dropped many not so subtle hints on what she had in mind.

Wanda and Tandy took the rooms furthest from mine. Even after I assured them each room was sound proof they refused to listen. Even also spared Logan a room, knowing the man was probably not going to come here for a long time.

"So how many rooms did you make?" Johnny asked as he looked down the long corridor, "there must be a dozen rooms here."

I shrugged, "I made around...fifty?"

"Fifty?!" Sue cried out, "why so many?"

"I don't know. Prepare for the worst hope for the best. I also got enough food in here to feed a hundred people, including those with an advanced metabolism like Logan and I. If we ever get stranded we'll be fine."

"How did you get all of this?" Sue asked.

"Dwarves. They are huge and so they eat a lot. For them, the amount of food we eat per month is something they consume in a week."

"Wait, why are they huge?" Jessica called out, "are they all fat?"

"No, they're like fifteen feet tall," Felicia told her, "super big."

"...They why are they called dwarves?" I chuckled at the question.

The next floor contained two splitting corridors. To the left was my lab. Needless to say Susan was livid. She claimed one half of it for herself, I didn't really object, not that I had the time to say anything as she had already began setting up an account for herself.

On the other side of the corridor was the library. It was small and contained only a few physical books. Wanda was livid of course, until I showed her how most of the books had been scanned and made into a digital copy. I handed her an SA and told her to go nuts.

The last floor however made them all amazed as the elevator doors opened up into a control's room with a terminal and several monitors attached. The room had windows that allowed one too look to the outside, which was nothing more than a large empty room a thousand feet long and a thousand feet wide.

"And this, is something I'm sure you all will like," I grinned, "I modeled it after the Danger room in the Xavier mansion," I walked to the terminal and typed in a few scenarios. Immediately several drones came out of the walls of the room with laser and other weapons attached to them.

The ground began to open up as various obstacles came out which had barbed wire and other dangerous attachments to them.

"The walls of the room is covered with a protective magic and vibranium, meaning any energy that hits the walls won't break the ship, but will be absorbed and discharged outside," I pointed to the walls that glowed with a noteworthy vibranium blue, "so you can go nuts in there."

"Woah," Jessica whistled as she came over, looking at all the settings that was available, "war-zone, night-time operation, jungle scenario, gym….Peter, what is 'Gravity Limits'?"

"The entire room has been plated to artificially increase the gravity inside," I explained with a smile, "I set a limit to just ten G's at the moment but it can go up to a thousand times Earth's gravity inside. Anymore and...well let's just say things get weird, especially with all the spacial folding already in place."

"Dude..." Johnny turned to me, "you stole this from Dragon Ball Z didn't you?"

"...maybe...still cool," I huffed.

"You realise how crazy it sounds doing something like this right?" Jessica called out, "normal humans would get seriously hurt at anything more than seven or nine G's."

"But the theory does make sense," Sue replied with a mutter, "more vertical gravity means more pressed put on your muscles meaning better results."

"And like I said, I set a limit to the thing, so don't worry," I shrugged, "anyway, that's it. The whole ship. Any questions."

"Yeah," Johnny raised a hand.

"You sir, with the blonde hair and shit eating grin," I chuckled.

"How long until we reach Xandar?"

"A week, give or take," I shrugged.

"A week?!" Tandy cried out, "but can't this thing go like Hyper speed or something?"

"First of all, it's called warping, hyperspeed is Star Wars," I corrected her, "and second, it is going fast, we are effectively leaving the entire galaxy and going into another whole star system. A week is cutting that short, by a lot."

"How do you keep track of time?" Sue asked.

"Internal clock," I pointed to a corner of the room where a digital clock recided, "it keeps with Earth time."

"And when relativity kicks in?"

"Let's just say aline tech is useful at being accurate," I sighed.

"Alright then," Jessica said as she took off her jacket revealing her sleeveless tank top underneath. She opened the door to the training room and began to stretch, "Peter, give me an obstacle course."

"Sure, I'll set you up at level 1 to start," I told her as I inputted the orders into the system.

"No, forget that, set the highest setting you got," Jessica called back as she did a full split, making everyone eye her perfectly toned ass on display.

I rolled my eyes, "we if you insist."

The program began and a red line highlighted the path to clear. Jessica ran into a dash and jumped just as a metal beam came out of the ground. She jumped over it and grinned, before several bean bags were launched at her from the walls.

She weaved through them, clearing nearly all, only for three to hit her in the chest. She landed on her feet and held her chest in pain, but she couldn't rest as immediately several more drones came for her, firing at her, forcing her to move back.

It took Jessica ten minutes to trying and getting shot at to call it quits. She was sweating, her body drenched. I noted the way she smelt, the scent was intoxicating but by now I had more control over my urges, I was able to push the lust aside and notice everything else about the woman instead.

"You got slower," I noted as she came back inside. I threw her a towel, "civilian life didn't do you any favours huh?"

"Bite me," she hissed as she cleaned herself up, "I lasted a while at the highest setting, that's good enough."

"That was level three actually," I replied.

Jessica's eyes winded, "how many levels are there?"

"50..."

"Oh...damn it...I need a shower," Jessica grumbled.

"So," I turned out the others, "who wants to go next?"

 **That night:**

I spent the rest of the day helping everyone settle in. Logan was by far the easiest. The man had only three settings, drink, sleep and train. When he found out we had a training room like the one at the Xavier mansion he was livid.

He had Jessica grew a rivalry in completing the obstacle courses, each trying to be the first to get all fifty completed.

Sue took over my lab, we covered most of what I had found, but we sadly couldn't finish the conversation at all as it was too much for a single sitting. She let me go, but not before promising her to explain the rest to her in due time. She took a particular interest in my research into Thor's blood, looking int's the matching gene sequences I had found.

Johnny was of course fascinated by the engine and decided to set his own little workstation in there. He used the navigation room as his thinking are while he worked on his designs for the ship's weapons. Needless to say he didn't want to share my lab because of just how deeply Sue disagreed with his ideas.

Wanda and Tandy were in the kitchen or library both having become close during the six months I was away. Tandy looked up to Wanda, considered her a badass, and Wanda looked at Tandy like a cute lost puppy. It was...yeah..

Rogue and Scott of course were more private and quite The two deciding to spend the day in their room. I'm sure anyone could guess what they were doing. I did tease them about it, asking if they wanted me to set up a nursery somewhere in the ship. I had never seen Scott turn that red that fast.

I was exhausted by the time I went back to my room, mentally more than physically. I dropped into my room and sighed, rubbing my shoulders, already having the next day planned out in my head.

But just as I was getting ready for bed the door to my room slowly opened up and I saw Felicia walk in, closing it behind her. She leaned on the door and smiled, her eyes filled with lust as she bite her lower teeth, wearing nothing more than a small silky black bathrobe that stopped just before her mid thighs.

"You know...ever since we made up, it's never been just the two of us," she purred, pulling her robes away to the side, pulling away the bed covers and sliding in.

"Hm, I guess you're right," my suit shimmered into the reactor core as I plucked it and put it away, "I missed you Kitten." I reached up and cupped her face with one hand, wrapping the other around her hips to pull her down against me.

"I missed you too Tiger," she purred as she leaned in and kissed me. It felt like a good memory I had forgotten about a long time ago and only now recall. A rush of warmth came into my heart, soul...whatever.

We made love into the night, deeply binding the emotions we felt towards each other, the bond we had become silent for six months, but now seemed to be back to the same intensity it once was.

Every time we came, it felt like the night had just started again. Every time she cried out my name and I whispered her's, it was like we were meeting each other again. Her arms never stopped holding me, they always held me close, just as I held her. We were both afraid of letting the other go again.

I didn't realise until...I don't know how long, but Felicia's stamina had increased. Before after a few times the girl would be exhausted, tired but unwilling to admit it. I would lie, tell her I was done. But not this time. This time she didn't falter, she didn't slow down and I loved her for it.

And when we were finally done, when the two of us were exhausted to a point we could do nothing but breath heavy and hold each other close, drenched in sweat, did I finally notice the grin on her face.

"I-I think that's the first time I got you to break a sweat," she said, looking proud at the declaration.

"H-How?" I couldn't help but ask.

She pointed to the pendant hanging around her neck. I assumed it had been a relic that had chosen her, and I was right.

"Which one is it?" I asked as I held the pendant, noting its features.

"The totem of Bast," Felicia replied with a grin.

My eyes went wide, "b-but that's lost! How did you find it?"

"Well I am the world's greatest thief for a reason you know," she winked, eyes my new jacket hanging off the bed post, "I was actually aiming for this when I found the jacket. So it was kind of a win-win situation."

"Felicia...this kind of power will come at a price...what did you have to give?" I asked with worry.

"Relax Tiger," she whispered as she crawled on top of me, stretching herself out with a relaxed sigh, pushing her heavy tits out, "it's not a hard agreement to keep. In exchange all I had to do was become an avatar for Bast."

"I'm sorry, but what?" I immediately sued my web vision and saw a silver aura around Felicia, taking on the feature of a cat, tail and all, "you mean the panther goddess of Egypt?"

Felicia nodded, "yup. She and I have a deal. Her powers and she gets to experience the world through my eyes."

"Wait….so….right now...she's..."

Felicia's eyes widened in horror, "oh fuck no."

The pendant's eyes then came alive as a booming feminine voice I never heard before spoke through the cat's head, " _that was fucking amazing! I haven't been ridden like that in years! Felicia, keep doing this and I promise to increase the amount of energy you gain by fifty percent!_ "

And just as it came, it went, the pendant returning to normal. I looked at it resting between the valley of my girlfriends tits before looking at her, "that...was Bast?"

Felicia gulped, "y-yeah..."

"She...ah...wasn't what I had in mind."

"Yeah...between us, she's kind of a horny cat," Felicia whispered.

" _Oye! You try being alone for a thousand years and see how you turn out!_ " Bast cried out again before the pendant died again.

"Huh...Wakanda is going to be pissed," I whispered.

"Wakanda?" Felicia asked.

"A hidden city filled with technology a thousand times more advanced than the rest of the world. They use vibranium for everything and their king worships Bast...I don't know how to feel about this..."

"Look Peter...I-I know it's weird," Felicia whispered, holding her the pendant in her hands, "but this is the only way I know how to keep up with you. I mean for fuck's sake Peter I have the stamina of a goddess helping me and your still keeping up. I need to get stronger and...this is how I to do it."

I sighed, and pulled myself up, pulling Felicia close and letting her rest on my lap as she wrapped her legs around my torso, "fine...it's fine, I understand. But you don't have to do something you don't want to understand? I mean...I wouldn't ask you to come if I didn't think you couldn't handle it I...I asked you because I needed you with me...because you give me strength Felicia."

"And I don't want to be an anchor for you Peter," Felicia replied back, the fire in her eyes sent goosebumps down my arms, "I won't. We'll get Jean back, together."

I smiled, "deal...but seriously, if you and Bast are connected, does that mean I just have sex with a goddess? Because if that's the case I so need to update my portfolio."

"Oh, so sex with a goddess if noteworthy, but we mortal woman are just work experience huh?"

"Of course not," I whispered, leaning closer, "Bast would be listed under 'notable achievements'. You would be listed under 'life long goals'."

"...Get back on the fucking bed," she growled as she shoved me back with strength I didn't realise she had. A silver aura came over her body as she took on the image I saw in my Web vision. She looked down and grinned, slowly mounting me, "now then Spider, let's play."

 **Five days later:**

"Alright, try it," I stepped away, putting my tools away and looking down at Scott with a smile.

The guy was sitting on a stool in the middle of my lab. He had his UMF suit transformed into a black shirt and jeans. And for the first time in a long time, Scott Summers was not wearing his trademark shades.

"Are you absolutely sure about this?" Scott asked, still nervous as ever, "because if not I could blow a hole into a wall."

"For the last time, I'm sure Scott," I sighed, rolling my eyes, "and if you must know the walls of my lab are also lined with energy absorption like the training room. So open your eyes."

He looked unsure, his eyebrows tightly squinting. But slowly, ever so slowly, his eyes began to flicker as they opened up. The trademark red and maroon shade of his optic blasts came through, but no energy beam.

Scott blinked once, twice. And then his jaw was hanging open in shock. The irises of his eyes took on a shade similar to his optic beams, they glowed with a burning light, it almost looked demonic. But other than that, he was normal.

"I-I can see!" Scott cried out, jumping to his feet and looking around, "colors, I-I can see colours again!" he said with growing excitement. He turned to me and blinked, "you have brown hair?"

"Yeah...why? What colour hair did you think I had?"

"I don't know, I always imagined it was black," the mutant shrugged.

I groaned, pulling a strand, "yeah..that would look cool."

"How can I see? Why isn't everything red like normal?" Scott asked.

"The lenses I gave you are specially designed. They absorb your energy and direct back into your optical nevers. From what I can tell that's where the beams originate from in the first place. And since the beams don't technically intimate with your perception of the world, you can see everything in colour again."

"This is amazing Peter I...I don't know how to thank you," the young man whispered.

"You were willing to help get Jean back, this is nothing," I waved his thanks away.

"Yeah but...oh my god I have to tell Anna!"

"Who's Anna?" I asked, not recalling the name.

"Rogue, that's her real name," Scott replied before freezing for a second, "ah...don't tell her I told you that, okay?"

I smirked, "deal. Come on, we can tell her together," I patted him on the shoulder as we moved out of the lab. "Sue! I'll be back in a second!" I called out to my lab partner who didn't bother looking up from her electron microscope, simply giving me a thumbs up in return.

We walked down the corridor to the entrance of the library on the other side of the lab. Scott looked giddy as he did. He waited for a second before walking in, a smile on his face.

Rogue was curled in one corner of the room with a book. Wanda and Tandy were there two reading a magical time they had smuggled in from Kamar-Taj. When we walked in everyone turned to us, and Rogue's eyes went wide.

"Scott?!" she cried out.

"Hey..." he whispered. Rogue jumped out of her chair and practically launched herself at him, hugging him, holding him tightly within her arms.

"Y-your eyes?" she asked, looking into his red pools.

"Peter," he replied, "y-you have brown hair too?"

"Yeah," Rogue replied as she suddenly became shy, "you like it?"

"Of course I do...I think it's amazing," he replied, grinning like a loon.

"Gave Shades an upgrade huh?" Wanda asked as she and Tandy came up to me, watching how Rogue and Scott seemed to be caught in their own little world.

"Yup," I replied with a smile. I was about to tell her how when suddenly a slight buzzing caem from me communicators. I tapped it to activate and Johnny's voice came through.

" _Ah, Pete, I think you need to get up here,_ " came his urgent voice, " _it's...it's weird._ "

"On it," I turned to the girls, "we got a situation, coming?"

Wanda nodded, Tandy however looked at Scott and Rogue, "ah...what about them?"

I shrugged, "I'm sure we can handle it without them. Come on," we went to the elevator just as Sue was coming from the lab, "he called you too?"

"Yes, something urgent I guess if he called up north," Sue replied simply. We got into the elevator and moved to the upper deck, walking quickly to the navigations where Johnny was waiting for us.

"What's this about Johnny?" I asked as I looked at the holograms around us.

"We're getting a distress signal I think?" Johnny said, pulling up a hologram and playing it. It was a standard message on an open channel, "I checked the navigations, it's close by."

"Where exactly is it?"

Johnny pulled up a hologram of the space between the Milky Way and Andromeda and pointed to the outer edge of the latter, "just about here."

"We shouldn't risk it," Wanda said, her eyes narrowed, "it could be a trap. Pirates probably. They have those in space right?"

"Yes...but this isn't a very common hyperlane route. They wouldn't be able to do much damage and if I'm being honest, they would underestimate us based on the ship's size," I replied, eyeing the blinking red dot on the map.

"It's your call Pete, you are the captain after all," Johnny replied with a grin.

"...We help," I decided.

"We are making a very stupid mistake," Wanda hissed back.

"I agree," Susan spoke up, "coming in contact with a foreign presence is a danger for everyone. There's no tell what kind of germs or diseases they have with them. Things the human race have never developed an immunity too. We're inviting disease if we bring them aboard Peter."

"I have a way to prevent us from getting sick, but we'll need someone who is vaccinated in order for it to work," I replied, "I was going to wait until we got to Xandar to obtain a blood sample for us, but if we can get it sooner, shouldn't we?"

"Why do you always have to play the hero?" Wanda growled in annoyance.

I smirked, "Sexy, set course for that wreckage. Wanda, Sue, Tandy, you two are coming with me for the boarding party."

"What about me?" Johnny asked.

"You abilities requires you burning precious oxygen Johnny."

"Then if you're expecting a fight should we take the walking beer factory?" Johnny asked pointing to the kitchen where Logan was probably asleep on his hammock.

"Logan's power relies too much on having a level playing field. There might not be any gravity on the ship, so Jessica, Felicia, Logan and Rouge will be useless. Scott would be good, but he is still getting used to his upgrades."

"Fine...but anything goes wrong, and I mean anything, I'm bursting in there flames burning, alright?" Johnny huffed.

"Deal," I gave him a fist bump, the boy grinning back.

"This is going to be such a pain," Wanda sighed.

"Maybe. Alright everyone, suit up!"

 **Ten minutes later:**

We were standing at the airlock at the entrance of the ship. The Liberty slowly pulled out of warp speed and space returned once more to the black void that it was. We looked out in amazement and wonder. It never got old.

"There," Wanda pointed out to a wreckage of a ship that was floating in space, parts broken and flying away, half of the hull missing.

"This thing wasn't just attacked, it was destroyed," Tandy whispered, "whoever did this was out for vengeance."

"Or was a bully," Wanda narrowed her eyes.

"Sexy, do you detect any life signs?" Susan asked as she typed away at the ship's terminal.

" _Yes, I am detecting one life sign on board. But from what I can tell it isn't fully...organic as its core temperature is just below what a normal human maintains._ "

"But be alien biology," I guessed, "alright, bring it around and settle an air lock to the ship's side. Prepare to board everyone."

They nodded as we all got into positions. Our UMF suits changed, since coming on board everyone took to wearing them as it was a much better alternative to wearing multiple clothing and spending valuable resource to clean them.

I wore my black and white, Wanda wore her cloak, Tandy made hers look like the white robes she wore at Kamar-Taj and Susan had her' look like her FF uniform.

However the UMF suits were more than meets the eye as they were also airtighted and vacuum sealed. It was a little snug, but that was the point. With these we could stand the vacuum of space with ease.

As we approached the door the panel next to it opened up revealed several black face masks resembling an oxygen mask. We each took one and placed them over our mouth and nose. The stuck to out faces and created an energy field around out faces, serving as a protective cover.

"How long will the oxygen last?" Sue asked as she tapped away at her suit's functions.

"Twenty four hours," I replied, "the masks contains an expanded storage, we'll be fine."

"Setting up the airlock now," Johnny called out as the Liberty landed on the broken ship and a vacuum lock was made between us.

The door opened slowly and we stepped through with me taking the lead. The moment we passed through our ship and into the crashed one, gravity lost all meaning as we began to float.

"Guess the artificial gravity is gone," I sighed as we all floated into the long corridor before us. I turned around and tapped my communicator, "can everyone hear me?"

"Loud and clear," Johnny replied.

"Yes," Wanda nodded, Tandy giving a thumbs up, while Sue just nodded.

"Right, Johnny close the door, open it when we tell you," I ordered. He looked unsure, but nodded as he did just that.

"Amazing," Sue whispered as she looked around, pulling a torchlight from the utility belt around her hip, "you would think seeing an alien ship would feel more...alien. But I'm sure I've seen this somewhere."

"Yeah, the sewers of New York," Randy replied with a snort and I found myself agreeing with the girl. This long corridor we were in did indeed look like a New York sewer line, the walls lined with pipes, dark, winding and by the looks of it, old.

"Keep close, I don't think it would be a good idea to get in here," I whispered.

"Got it," Wanda replied as she summoned Sue and Tandy to her sighed, surrounding them with a red aura of energy before moving telepathically along the ship's halls.

I followed next to them, flying easily due to the lack of air resistance. I activated my SA and pulled up the life sensor the ship was picking up, noting it was just up ahead, "it's a few meters ahead. Come on."

They nodded in agreement and slowly the hallway lead into a large room that had terminals everywhere. It was the core of the ship and it's far wall had been ripped apart like it was nothing, leaving the entire room open to the reached of space.

And floating in the middle of this room, bound in what looked like a metal beam had been wrapped around the body, was a figure dressed in red. He had orange skin and was chained to the ceiling, floating in the middle of the air less room.

"Is that it?" Susan asked as she aimed her flash light at the being, "how is it even alive?"

"Alien biology?" Tandy guessed.

"What is it?" Wanda asked, "a space horse?"

"No," I replied as realisation dawned on me, "it's something so much cooler. Tandy?"

"Ah, are you sure we should do this? I mean, it could be dangerous..." the asked, unsure.

"Trust me..please," I asked. She sighed and nodded. Wanda looked annoyed, but sent Tandy up to the hanging captive.

The girl held out her hands and whispered an incantation under her breath. I flew up next to her and watched as her hands began to glow with the sign of the Lightforce preceness. It reached out through Tandy, the mark on her face glowing white as it did.

And then suddenly the figure's eyes came open as he gasped for air. He began to shake awake his mouth opened wide, crying out with no noise coming through he looked around, his eyes narrowing at Tandy, before he threw his neck out to bite at her.

"Tandy get back!" I called out as I stepped between her and the alien.

The alien cried out as it began flexing it's massive muscles, the iron bars slowly peeling back, groaning into the vacuum of space.

"Shit shit shit!" Tandy cried out as Wanda pulled her away.

"Bill!" I cried out, "Bill it's okay! Friends! We're trying to help!" I cried out before hitting myself in the head. We were in space, he couldn't hear us.

The orange horse faced alien cried out louder and louder, it moved, swinging on the pendulum it was stuck in, crying out but no sound coming through.

With no choice I reached out with my mental, forming a mental connection to him and bombarded him with a mental message, " _Bill! We're trying to help you!_ "

His white eyes went wide. For a second, it looked like he was going to continue, when slowly he began to close his eyes, his last thoughts before he fainted from exhaustion were, " _my people...my people._ "

I sighed in relief, watching the alien now unconscious, yet alive. I turned out the others and nodded, "it's safe."

"Do you know what it is?" Sue asked as she and the others came closer.

I nodded, "yes...kind off."

"You knew his name Peter..." Sue started with a blank look.

I sighed, "in another world he's someone who's strong enough and noble enough to wield Thor's hammer. His name is Beta Ray Bill," I turned to the orange skinned horse faced behemoth of a humanoid, "and he's actually kind of cool."

"...Fine, whatever, what now?" Wanda asked with a sigh.

I released my stingers, "we cut him down."

 **Inside Liberty:**

I dropped the silent figure with a bang on the operating table of my lab. Sue lowered the telekinetic shield she had placed around him and pressed a button to activate a force field around the table, locking him in place.

"Damn that guy was heavy," I groaned rolling my shoulders, "he must have weighed a ton."

"First, for our vaccine," Sue picked up a syringe and tossed it to me. I sent it telekinetically through the one way barrier we had made. After drawing a little blood I brought it back out, lowering the shield for a second, and handed the vial to Sue, "Sexy, show Dr. Storm the Golden Fleece project."

" _Yes Peter,_ " the AI replied, " _I have sent it to you terminal already Dr. Storm._ "

"Thanks," Sue replied, taking the vial. She looked at it and then at me, and suddenly I was hit with the smell of copper.

"What's wrong?" I asked. She looked like she was about to say nothing when I sighed, "you know I can smell your emotions right?"

Sue sighed, "right, forgot you could do that...it's...nothing. I just...I'm a little annoyed at hitting a dead end with my research is all, nothing important," her heart was beating faster, she was lying.

I was about to call her out on it when suddenly a gasp came from Beta Ray as the creature began to suck in large quantities of air.

I walked up to the creature and looked down. He opened his eyes slowly and looked up me, "w-who are you?"

"My name is Peter Parker," I told him with a smile, "I'm from Earth. Your safe now, rest Bill, we'll get you on your feet soon enough."

"No-no I can't I must get back to my people," Beta Ray coughed, releasing a wad of red and black oil like substance that dripped down his horse chin.

"No you can't, you need to rest," I told him.

"No, m-my people need me."

"Bill...you were the only one left," I spoke softly, my words caused him to pause, looking up at me in horror.

"W-what?"

"You were the only one left alive...your ship was broken in half and well...we didn't find any other survivors."

"What about the other ships? The ones following mine?!"

I blinked, "I'm sorry, but we only found yours...where there more?"

"I-I...yes...Peter Parker from Earth...I thank you for what you have done. You have saved my life, but I must get back to my people," he pulled himself up and threw his legs over the table, standing up only to be knocked back down by the barrier before him.

"W-what is this?" he asked, pressing his hand against the wall.

"A barrier, we didn't know if you could be trusted," I replied, "and until you are healthy again it's best you stay in there."

"I'm sorry," Bill whispered, "but I disagree," he drew his fist back and threw it forward.

My spidey senses went off, "Sue get down!" I threw myself at the woman pulling her down. The moment Bill's fist impacted the barrier, a surge of energy exploded out like a bomb, shattering the barrier.

"What the fuck?!" I looked back as Bill stepped out of the now shattered field, I turned to Sue, "you okay?"

"Y-yes," she nodded hesitantly.

"Good," I growled, pissed off, "hide, I'll take this fight elsewhere," I got up and approached Bill, "we saved your life and you repay us by blowing up our fucking lab?!"

"And I am sorry Peter Parker, but my people need me and I will not fail them," Bill replied, stepping up with shoulder drawn and narrowed eyes, "please, do not stand in my way."

"How do you even plan on running away? You don't have a ship," I snapped, the horse faced ass really was starting to piss me off. Wasn't he supposed to be 'worthy' or something?

"That is true. I do not have a ship...but you do," he said solemnly.

I blinked, "oh...you did not just threaten to take my ship."

"I swear Peter Parker, stand down now and I will not harm you and your crew. I will send you off safe and sound and return your ship to you once I have found my people again. I swear on the pride of my people."

"Yeah, just one problem with that. No one touches my ship," I narrowed my eyes throwing my hands out and wordlessly summoning the crimson bands of Cyttorak to wrap Bill up like the mummy before he even realised what was happening.

"Strong," the horse faced bipedal grunted, struggling to break free, "what are you Peter Parker?"

"Something else. Now stand down," I wanted him.

"I am sorry, but I cannot," he growled as he began flexing his arms. His blood vessels began to bulge, becoming more prominent.

"Yeah I wouldn't bother with that if I were you. Those things are nearly impossible to break, even the Hulk would-"

"ARGH!" he roared as suddenly-

SNAP!

"Oh you have got to be kidding me!" I cried out as Bill tore the bands apart with a chilling primal roar. I sent a bio-blast at him, hopping to stun him still, but the blue lighting did nothing but further annoy him.

"Get out of my way!" he roared as he charged at me. He took a swing, but I easily bolted over his head, landing behind him. However he didn't stop to fight as he simply crashed through the lab doors, blowing them apart.

"I literally just built this thing!" I cried out as I charged behind Bill, not even five days and it was destroyed. Bill was running aimlessly through hall, he would reach the library if he did and I really don't want Wanda to know how badly I fucked up.

"Sexy, lift doors!" I called out.

" _On it,_ " the AI replied as the doors opened up just as Bill was passing them.

"Oye ugly!" I shot a web line and pulled myself forward, jumping over Bill and landed on the wall before him. I then launched myself at him with enough force to dent the metal wall and come ploughing into Bill's side pushing him into the incoming elevator.

"You're strong," Bill grunted as he got back up, holding his side, "not many can match my strength."

"Yeah well, if it was an ugly contest you would win no question," I grunted as I pressed the button for the training room.

Bill threw his hands up to grab me, but his size made him slow. I ducked under his arms and slid past his legs getting behind him. I jumped on his back and shot a web line across his throat and wrapped it around his head.

"What is this?! Are you part Prokian?!"

"If you mean spider, then yeah?!" I cried out as I grabbed the end of the webline and began choking him. I charged my fusts with bio electricty once more and fired point blank at his face.

"ARGH!" he cried out, for a moment he movements began to slow, but then he grabbed at the webbing, trying and failing to snap it apart.

He moved his massive body backwards, trying to crush me against the elevator walls. I jumped again and landed before him, pulling his head down with me and bringing my knee up for a powerful strike.

CRACK!

"ARGH!" Bill held his nose in pain, throwing a punch at met head. I ducked, just as the doors opened to the training room.

"Come on Bill! Come get me!" I baited him as I opened the door past the terminal and into the wide training room, inside of which Jessica and Felicia were currently training on an obstacle course.

"Peter?" Jessica turned back in surprise.

"Busy!" I called back as I shot a web line and swung away, just as Bill was about to tackle me again.

"Come face me you Prokian!" he roared, "fight like a Korbinite!"

"Why don't you come fight like a Prokian?" I quipped.

"ARGH!" he charged once again. I jumped and lead him into the obstacle course. I ducked and served past every blockade and stun bolt that came at me, while Bill just rushed through like a bull in a china shop, crushing every obstacle that came in his path.

"Felica, Jessica, get out!" I cried.

"Fuck that! We need to take that thing down before he wrecks the whole ship!" Jessica spat back.

"Not the time Jessy! We need to pin him down! Go outside and activate the gravity function!" I called out, "I need him to stop moving for just a second!"

"On it!" Felicia cried as she ran out, Jessica following right behind her.

"Peter Parker!" Bill cried out, "enough of your games!" he brought his fists together and jumped into the air like a cannonball.

"Shit!" I cried out as I created a psionic barrier between us. He shattered it like glass. I shot a web line at the last second and pulled myself away, missing his fists by a few inches.

"Peter!' Felicia called out.

"Now!" I yelled as I fired another webline at the door and pulled myself out.

"Come back here!" Bill roared as he changed after me. The second I cleared it into the terminal room Felicia smash the gravity button and immediately increased the gravity of the room into ten times that of Earth's.

"GAH!" Bill cried out in pain as he dropped to his knees, "w-what is this?!"

"It's called a gravity well," I stopped up, bio-electricity sparking between my fingers, "Jessica?"

"My pleasure," she replied as we both aimed out bio-blasts at Bill and fired. The first time didn't do anything, it just made him angry. But he couldn't move, pinned down by the increased gravity.

So we fired again and again and again, until finally, he dropped like a sack of potatoes.

Jessica was panting, sweating from the several energy blasts she had sent out, "what the hell was that thing?"

"My guess?" I sighed, "orange space Hulk. Just ah...do me a favour? Don't tell Wanda?"

"Parker?!" the elevator doors opened up at that very second as a pissed of Wanda Maximoff and worried Susan Storm walked in, "I told you not to pick him up! I warned you! Now look what happened!"

I hanged my head in shame, "oh god help me..."

 **Some time later:**

We were all gathered in the controller's room, even Logan, who seemed just as curious about our new guest as everyone else. Wanda was glaring down at him, Felicia and Jessica were curious. Tandy was a little scared, but then again she's probably the most sane of us so being scared isn't a bad thing. Scott was also here, now wearing his old visor, ready to blast Bill in the face if the need arose. Hopefully it would not.

Beta Ray Bill's eyes blinked as slowly he came too again, looking around with a druzy swing of his head.

"If he gets free again I'm throwing him into the nearest sun," Wanda hissed.

I sighed, "I said I'm sorry didn't I?"

"You can't judge people based on different version of them you're aware of in the multiverse Peter," Wanda hissed, looking cross, "I understand your perception of reality is different thanks to that Web of Life thing you always go on about, but use some of that big brain of yours and think for a second why don't you?"

"Ergh?" Bill blurted out as his language tongue hangs loosely form its mouth, "I cath felp anything."

"Sorry about that after effects of being stunned," I shrugged, "please don't try to escape this time. I really don't want Wanda to throw you into a star."

"Eh?" Bill titled his head as he looked down, finding himself still in the Training room now handcuffed by a single black and blue handcuff. He began flexing his massive arms again, trying to break free, only to find it impossible.

"Not happening big guy," I told him, "those can't be broken, not now, not ever. Too strong, so don't even try."

"And if you even think about getting up, I have this ready to go at a hundred times normal gravity," Felicia added on her own threat, a vicious gleam in her eyes.

"Y-you need to let me go," Bill muttered, his speech functions coming back to him, "m-my people, I need to save my people."

"I told you Bill," I narrowed my eyes, "you were the only one there...no other ships, nothing."

"No-no that's not possible," Bill replied, hanging his head, "we were attacked and I….I could not stop them..."

"Who?" I asked, "who attacked you?"

Bill raised his head as he narrowed his eyes, "they called themselves the Black Order...they had….I don't know what they were. Savage beasts nearly as large as me. Four arms, black...I...I could not stop them. They were like a swarm, a plague...they wanted to kill my people."

"No," I narrowed my eyes, "not all of them...half."

Beta Ray Bill looked up, his eyes wide, "how did you know that?"

"Because we meet them too," I replied.

"We have?" Felicia looked confused, something everyone mimicked.

I nodded, holding out my hand to let my suit create a small hologram on the palm of my hand, showing the video I had recorded on Asgard, of me killing one of Thanos' children, "the Black Order is the personal army of the mad Titan Thanos. He's...well, insane. He attacked Earth with the Chitauri," I turned to my crew, "the battle of New York? It was his doing. Loki was just his pawn. The one that attacked you, what did they look like?"

Bill hummed, "small..thin, blading with black and white robes. He moved slowly and don't seem like a threat at the time...but he...he beat me without throwing a single punch."

"Ebony Maw," I replied putting the hologram away, "he's a powerful telepath. Very dangerous. You need to think, you can't punch your way through him."

"Why? Why did he attack us? We have no quarrel with him, none," Bill whispered, "my people are innocent, they can't hurt anyone."

"It's because of Thanos' philosophy," I answered, "he believes that since the universe has limited resources and its dwindling fast, the only way to ensure life continues is by...eradicating half of it. It's what he wanted to do on Earth...I suspect it's what he did for you as well..."

"Then….I have failed..." Bill hung his head, the shame seemed to pull all the life the horse headed alien had in him.

"Maybe not yet," Logan spoke up, surprising everyone. He turned to me, "you said they kill half of all life, right?" I nodded, "then that means you still have half your people alive. You didn't fail yet horse mouth."

"I-I didn't?" Bill looked up, almost afraid of the hope before his eyes.

"No," I mumbled, "but that begs another question. If they did kill only half, where are they? In fact, if they did kill half where are the rest of their bodies? We found only Bill in there, surely we would have found the dead bodied of the rest of his people."

"Really sounding like a bummer there Pete," Johnny grumbled.

"Johnny, I think what Peter is trying to say is that something must have happened to Bill's people before that," Sue spoke up, "if there is no body, there was no crime. So that means-"

"-My people can still be alive?!" Bill asked in shock as he jumped to his feet.

"Sit!" Felicia cried out as she activated the enhanced gravity.

"Ep!" Bill cried out as he fell flat on the ground like a pancake.

"Felicia!" Jessica called out.

"I warned him," Felicia shrugged as she switched off the gravity.

"A-apologize," Bill panted as he got back to his knees, "I was just excited, it will not happen again. But the chance of my people being alive...can it real be true?"

I turned to the others and sighed, "maybe...like Sue said, no body no crime...but the question is where."

"My ship has a built in tracker, with it I can find the ships!" Bill cried out, "if you would just let me try," he got on one knee.

"Oye! Hello, scary woman with a big red button!" Felicia called out. Bill immediately gulped and put his knee back down.

"S-sorry. But please, you are a good person, you didn't have to save me but you did, Just let me get the locator chip and drop me off at the least galactic planet and I swear you will never hear from me again."

I looked at the orange faced aline. I turned to Wanda, she narrowed her eyes. I pouted, Tandy joined me, apparently she took a liking to the big orange space hulk.

"Fine!" Wanda sighed rubbing her temple, "but I meant what I said!" she cried out, pointing a finger at Beta Ray Bill, "try something funny and I'll throw you into a sun myself!"

"Well then it's decided," I grinned snapping my fingers to unlock the vibranium cuffs Bill had on, "welcome to the team Bill."

"Thank you," he was about to move before turning to Felicia for permission. Like she was giving permission for her dog to climb onto the couch, Kitten nodded, though she gave a warning glare as well, "if you don't mind me asking, where exactly are you heading?"

"Xandar."

* * *

 **SPIDEY-BELLS**

 **By Chris Pine**

 **From Into the Spider-verse**

 **Oh, Spidey Bells, Spidey Bells**

 **Swinging through Midtown**

 **Oh what fun to sling a web**

 **And take the bad guys down**

 **Spidey Bells, Spidey Bells**

 **Quipping all the time**

 **Oh, what fun to swing around**

 **New York while fighting crime**

 **Thwipping through the streets**

 **Of New York every night**

 **Wrapping bad guys up**

 **In my web so tight**

 **Crawling up the walls**

 **Making villains fight**

 **What fun to make the holidays**

 **Free from crime tonight**

 **Oh, Spider Bells, Goblin smells**

 **Vulture laid an egg**

 **Spider-Buggy blew a tire**

 **Venom got away-ay**

 **Spidey Bells, Spidey Bells**

 **Swinging all the way**

 **Oh, what fun it is to fight**

 **The bad guys every night**

 **Swinging through the streets**

 **A web of spider silk**

 **Kicking all the butts**

 **Of villains and their ilk**

 **Bombs from goblins fling (Fling!)**

 **Pumpkins burning bright (Bright!)**

 **How hard it is to consistently bring**

 **Peace to New York all night**

 **Oh, Spidey Bells, might be swell**

 **To do more than fight crime**

 **I got a lotta qualities that don't get much airtime**

 **I can sing, I can dance**

 **I tell jokes, I act**

 **I get big, big... big deal**

 **My agent, call me back**

 **Why did I agree to do this stupid song?**

 **I have a degree in Chemical Engineering**

 **I thought it would be fun to show this side of me**

 **But now I feel it lacks artistic integrity**

 **Oh, Spidey Bells, Spidey Bells**

 **Is this who I've become?**

 **Selling out my good name**

 **For an impulse-buy album**

 **Oh, Spidey Bells, Spidey Bells**

 **I'm filled with deep regret**

 **I'm cancelling this song's release**

 **For the press I get**

 **Oh, Spidey Bells, Spidey Bells**

 **Swinging through Midtown**

 **Oh what fun to sling a web**

 **And take the bad guys down**

* * *

 **Merry Christmas you filthy animals!**


	75. 1st day on an alien world I get arrested

Having an alien stay on this ship designed for humans was….odd.

"Bill no!" Tandy cried out as she snatched the fork from Bill's hand, "we use this to eat with! We don't eat forks!"

"Oh, sorry," Bill said nervously, "you see the texture of the food back home is hard like that...fork you have," the word sounding foreign in his mouth, "I just naturally assumed that to be the case here as well."

"If that's what passes for food then I don't blame you guys for leaving your planet when you did," I snorted as I brought dinner out, two plates in each hand and the rest floating behind me thanks to my telekinesis.

I put the plates down before Bill, the horse faced man looking down at it oddly, "what...is this?"

"It's called chicken," Johnny grinned, "it's a bird."

"A bird?"

"Oh my god this is going to be a long two days," Jessica muttered.

"So Bill," I continued, ignoring Jessica's comment, "tell us about your people."

"What do you wish to know?" Bill asked.

"Why did you people leave your home world?" Susan asked.

"A lack of resources," Bill confided, "our crops had grown stale and out food supply was running low. Centuries of wasting our natural resources made things...difficult."

"Sounds a lot like where our planet is heading," Wanda grumbled.

"Is it?" Bill looked surprised, "that's...maybe you can stop it? Before you go past the point of no return?"

"Don't worry, we plan too," Susan replied with a steel in her eyes that I learned to recognize when she was accepting a challenge.

"May I ask a question now?" Bill asked, looking to me, "are you really the captain of this ship?"

I nodded, "yeah, why do you ask?"

"Well...it just you don't seem to obey the ranking system the greater galaxy uses," Bill replied, "the captain does not eat with his crew."

"Sounds like you have shitty captains," I shrugged, "I don't know, I guess I see them as my friends first rather than a crew. It's a human thing."

"No, it's a you thing," Logan grunted as he chugged from his favorite mug of self refilling ale, "it's the same in the army back on Earth, in every branch of military. You're the only one who doesn't follow it."

"Huh...how about that?" I shrugged. Bill looked curious a sense of confusion coming from him, it was only then did I realise he didn't actually know anyone's name save mine and Tandy.

"Right then, introductions," I smiled, "as you know I'm Peter, the captain. And you already know Tandy, our favorite healer. She's the one who helped bring you back from the brink of death."

Bill smiled, or whatever the closest thing to a smile he could produce, nodding gratefully, "thank you Tandy, I appreciate your efforts."

"Oh it was nothing," the girl chuckled, grinning ear to ear.

"This is Felicia, she's our resident stealth expert and goddess," I motioned to my girlfriend sitting next to me who smirked dangerously at Bill, causing the alien to gulp as a wave of fear washed out.

"G-Goddess?" Bill asked.

"I'm the avatar of one, no biggie," Felicia replied.

"Right, and this is Jessica, she's...well, I suppose she doesn't really have a special role," I hummed.

"Weapon's expert," Jessica declared, waving at Bill, "also, sorry about the shock."

"No, I understand," Bill nodded.

"That's Logan, don't touch his mug and don't take his spot," I pointed at the war veteran who grunted.

"His spot?" Bill blinked. In response Logan simply pointed to his hammock to the side of the room, "I see."

"This here is our resident witch, Wanda," I smiled, she did not, glaring a hole into Bill's head, "just a warning, when she said she will throw you into a star if you piss her off, she wasn't joking."

"I-I swear it will not come to that Wanda," Bill muttered, though the red witch didn't seem to have heard him as her glare held strong.

"Anyway, that's Scott and his lady love Rogue," I motioned to the two quite lovers, who just nodded, "they don't talk much."

"We do," Scott replied, "we just don't have much to say..."

"Right...then there's the Storm siblings, Sue and Johnny," I motioned ot the two blonde who gave polite smiled in return, "Johnny's in charge of the engines and Sue is our resident genetics expert."

"Which reminds me," Susan cleared her throat, "after we're done here you and I need to run some tests in the lab, make sure you aren't carrying any diseases that could affect us."

"Worry not, I am clean of all sorts of microbial life forms, my internal systems prevent such a concept," Bill assured the woman.

Sue blinked, "internal systems?"

Bill nodded, "yes. I believe the technical term is..cyborg? Did the translators follow through on that translation?"

"Wait, you're a cyborg?!" Johnny cried out as his eyes literally began glowing in excitement, "show us!"

"Johnny don't act stupid, how can he show you?" Sue hissed, "it's internal circuitry!"

Bill nodded, "you are correct Sue, it is internal."

"Are all your people like this?" Jessica asked, the idea of a planet of robots sounding very appealing.

"No, I am special," Bill replied, "when my people decided to go on our exodus to find a new home, they elected someone who could protect them while they were in stasis, that someone, was me. They...changed my body, made me stronger. So I could protect them...but I failed..."

Immediately the mood changed, everyone gave Bill a look of sympathy, even Wanda. "Well you haven't failed yet," I spoke up, "no bodies, no crime. We already installed your tracking chip into the navigations, it's just a matter of time before the results come through. Until then, eat, I assume you steal can adapt energy from food?"

Bill looked up, nodding slowly, "yes...thank you for this," he then looked down and stopped, "ah...how exactly am I to eat this?"

A ripple of laughter went through the table as Tandy and Logan helped carve up Bill's food for him. We watched him take a piece of chicken and bite into it as a sudden explosion of happiness exploded out of him.

"W-what is this?!" Bill cried out in joy, "this tastes, this tastes amazing! I have never tasted anything so good in my life! It's sweet, and sour and juicy and oh!" he began inhaling the meat, biting through the bones, grinding it with his powerful jaw, "and so crunchy!"

"Ah Bill-"

"Peter," Felicia patted my shoulder, "let him enjoy."

I chuckled, "alright. Let's dig in guys!"

After dinner we took Bill down to the lab and had him analyzed. Sure enough, he was telling the truth, his body rejecting virus that were harmful to his system. But that didn't mean we couldn't use his blood to make a vaccine of sorts for anything one could face outside our ship.

Bill was very helpful in that sense. He told me exactly what kind of people one could expect in the galaxy and more importantly what sort people to avoid. He even helped Sue develop the immunity shot, though his additions were just giving the identified space illness the proper name.

That night I showed Bill to his room, "and here it is," I gestured to the door furthest away from everyone else, "I figured you would want your privacy."

Bill looked at the door and nodded, "thank you for this Peter. I didn't realise you humans liked to sleep in such small room though," he noted the space between the door, "I don't think I can fit in there though, doesn't look like there is much space."

I grinned, "well..." I opened the door and gestured inside.

Bill's eyes went wide, "H-how?! It-it's," he put his head inside and looked at just how far apart the walls were before looking outside and seeing the small gap between each door, "it's small on the outside!"

"...Not how that line usually goes, but yeah. It's a pocket dimension, expanded space if you will," I shrugged, "something I came up with."

"Amazing! The level of technology Earth has seems to far outweigh my people's!"

"Not really," I replied, "I'm...well, one of the smartest people on my world, not to brag or anything. Earth actually doesn't have intergalactic travel, hell, they haven't even unlocked the secrets to pollution free energy. Well, most of them haven't."

"Such a difference," Bill murdered, "I dare say you would put most of the scientist of my world to shame...maybe if you had built me instead..."

"Hey," I patted his shoulder, "we'll get them back big guy. Promise."

"I...thank you Peter...again..."

"Right, I'll let you rest now, get some sleep if you can. I'll be on the last door to the right if you need me," I pointed at my door, "but ah, knock before you come in, yeah?"

Bill smiled, "agreed...good night Peter Parker."

And just like that two day seemed to fly by.

 **Two days later:**

As we passed by three stars locked in a gravitational force field, I sat at the pilot's seat and smiled, "Sexy, have everyone assemble on deck please."

" _At once Peter,_ " the AI replied.

I began typing away at the navigations system and accessing the communications array the major galaxy used. It wasn't difficult to find their version of the internet, though in their terms it was called the galanet, a rough translation though it is.

Using the galatech I was able to a place to dock the ship. Since it was small and carried with it cloaking tech a ship this size shouldn't be able to produce, I was sure we couldn't be tracked and in a few short minutes I already had a place to land.

"What's going on Spider?" Logan grumbled as he stumbled onto the deck, rubbing the sleep from his eyes, "why did you call us?"

"Yeah, I was finishing up my weapons system," Johnny called out, walking in with greece covering his hands and face, "wait-is that.."

I grinned, I twirled the seat around, the rest of my crew entered and were looking out the window is awe, "that, is Xandar," I looked over my shoulder at the sapphire orb, "the heart of the Nova empire."

"I-it looks so much like Earth," Felicia whispered.

"Water would have to be a common necessity in all carbon based lifeforms," Sue whispered.

" _Peter, I've activated the cloaking field, we should be invisible for their sensors,_ " the AI called out, " _we're going in dark._ "

"Good," I swirled around and took over the controls, "you guys have to admit, a new planet is kind of dope."

"Yeah, no shit," Jessica whispered as they all stood behind me, watching as the ship came down bellow into Xander's atmosphere, swirling past a ship that had just shot past us.

"Cutting it a little close there Pete!" Johnny cried out.

"Sorry, downside of flying on a stealth system, people won't know you're there so they won't avoid you," I hissed as I managed to swirl and bring the ship down further without incident. We flew over what looked like a major metropolis, everyone's eyes were glued to the amazing structures below us.

"An alien civilization," Felicia whispered, "damn, and I thought Asgard was impressive."

"Asgard?" Bill blinked, turning his horse faced heads to me, "you have been to the mythical realm of Asgard?"

I nodded, "yup. Even met Odin and Thor, the former's a dick, the latter is like an adorable puppy dog. Not a bad place."

"Yeah, if it isn't being attacked by an army of Dark Elves," Wanda snorted.

"Or if you aren't being hit on by a horny god," Felicia grumbled.

"I….I see," Bill blinked, "forgive my words, but seeing you speak so carelessly about the realm of Gods seems...odd."

"Relax," Jessica snorted, zipping up her jacket, "you'll get used to it."

"I'll alright, I'm bringing her down," I announced, "when we land I want you all to stay put, after I secure the credits we need I'll come back and we can explore."

"Yeah, no way Pete," Johnny cnroted, "I ain't sitting in this junk pile for a second longer."

"Hey!"

"What Johnny means is that the close quarters have become...uncomfortable to say the least," Sue spoke up, elbowing her brother, "we can all use some fresh air...plus the idea of a planet never seen before is...I have to admit, it's too tempting an idea."

I sighed, "fine...Sexy, bring out the boarding suits."

" _At once,_ " the AI replied as the panel to the right of the pilot's seat opened up, revealing several dozen white bands inside. I took them out and tossed it to Sue and the others, "upgraded UMF suits, these change based on the thoughts of the user. Wear them around your collars or as a belt under your clothes, but don't activate them. We don't know what kind of scanners Xandar has and we can use every advantage we can get."

"This is supposed to fit around my hip?" Logan growled, holding up the UMF band, pulling on it.

I shrugged, "it stretches."

"You know, I really thought you were going to give us suits like Felicia and Wanda have," Johnny replied with a froan.

"I'm working on it Johnny, trust me. But I need time, you can't rush genius. Anyway, go change everyone, I'll call you when we are ready to move." Everyone nodded as they left, leaving only Felicia, Wanda and Bill behind.

"Oh, I almost forgot," I tossed another UMF band into Bill's hands, "they really do stretch Bill."

"I...do you not needs such technology for yourself?" Bill asked, "it seems to valuable-"

"-It used to be, but after my adventures I picked up a few tricks to the production. Trust me Bill, it's fine. Besides, you can use every advantage you get," I eyed the large black shirt and jeans he wore, "plus, I don't think my clothes are all that comfortable on you..."

"Agreed...thank you Peter, I shall go change now," Bill nodded as he turned and took the elevator to the living quarters below.

"So, what's the plan?" Felicia asked, leaving against my seat armrest.

"There's a man known as the Brooker on Xandar, did business with the dwarves before I came around and well...he's...difficult," I sighed, rubbing my nose, "it will be difficult trading with him, but profitable."

"What are we trading?" Wanda asked, I looked her and blinked. She had her hand on the pilot's seat and leaning towards me. She sent me a glare, "what?"

"Nothing," I shook my head, "and as for what we're selling, it's simple," I reached into my bag of storage and took out a small bronze cylinder, "basic weapon. A spear that is charmed to be unbreakable and can conduct dimensional energy into it's tip to send out energy blasts. Very powerful."

"Is it a good idea to be arming our possible enemies?" Wanda asked.

"Maybe. But we need credits, and if I am being honest...the spear isn't really unbreakable. It can be destroyed. It just requires a stupid amount of energy to do it. Anyway, we should be getting enough credits for this," I then looked at their clothes, Felicia in a black jacket and black pants, white undershirt with my logo in black on it, Wanda in jeans and high heels, red jacket with a hoodie and a black full sleeved undershirt, "don't forget, keep your suits nearby. We should expect all eyes on us."

"Don't worry, we know," Wanda snorted, "we aren't stupid."

"I know honey, just a reminder," I grinned. I managed to find a space to park the ship on a tall building near the heart of the city underneath. It was an apartment complex and according to the galanet, one that boasted about it's high security, so we didn't have to worry about someone stealing out ship.

Half an hour later, we stepped out, dressed in real clothing. Most everyone wore jeans a shirt and a jacket, it became our uniform. Tandy was the only one who wore her white robes. I wore the Thriller jacket Felicia got for my birthday and together we walked on the roof of an alien building and looked at the city before us in awe.

Three suns crowned the bright blue sky. Two yellow stars and one red dwarf. The sky had flying vehicles going through it and the city floor was open and filled with greenery and water fountains. A mesh of metal and wood that I hadn't seen since Asgard itself.

The people crawling down across the street were dressed in grey or light coloured suits, all fully covering their body. They had varying skin tones, some red, some yellow, all alien to my eyes.

"This is amazing," Sue whispered as she observed them all with the keen scientific mind I knew she had, "so many...and yet, they are all similar to us."

"There are even a few Terrans," Bill noted with a huff, "this planet really is a melting pot of culture."

"Terran?" Logan grumbled.

"The classification for your species," Bill replied.

"Wait, so the greater galaxy is aware of Earth?" I asked, not realising this fact sooner.

"Why yes. Did I not tell you?" Bill looked surprised.

"No!" Tandy cried out, turning to me, "Pete...are we in danger?"

I narrowed my eyes and turned to Bill, "Bill, what exactly does the greater galaxy knock off Earth?"

"Wel...if I recall correctly, nothin much. The reason I didn't recognize your hailing at first was because we do not even call you Humans, we call you Terrans, and instead of Earth, we call the planet Terra. Not many people know of it, the only reason I do is because...well, my memory cells are loaded with the collective knowledge needed for space travel."

"So you're like walking talking Wiki, nice," Johnny grinned, once more, earning an elbow to the ribs from Sue.

"Well that's something I guess...come all, we need to move," I ordered, we approached the roof door and reached out to open it, only for the door to not budge. I groaned, holding up my forearm, "Sexy, hack it."

" _Done,_ " it took a second to have the door swinging open for us.

"How did you manage to hack into alien tech?" Johnny asked as we made out way down the stairs, which was odd since I didn't think anyone would still use stairs.

"It's the same concept, different language," I shrugged, "I had Sexy learn all the lanauges stored in the translators we have and using the coding on the ship as a base we gotta good handle on how most alien systems work. No biggie."

"Sure..." Jessica drawled out as we stepped outside onto the streets of the capital city, looking at everything in wonder.

We were an odd group to be sure, many eyes were drawn to us, more specifically to Bill who stood up like a sore orange horse faced thumb, but no one said anything. Which was nice of them.

As we walked around I noticed the excitement in the air. Even Logan couldn't help but look in awe of the places around us. I smiled, I guess getting out of the ship once in a while was a good thing after all.

"Sexy, can you access a map of the city?" I tapped my ear and whispered. My suit slowly slithered up my arm and created a small holo projection on my wrist, displaying said map, "can you mark the Broker's location?"

" _Done,_ " the AI replied, displaying the nearest route from our current location to the Brooker's.

We walked up to a raised platform that crosse over several roadways into a channel of buildings, each one having a pathway leading into the building from the platform. We quickly approached the Brooker's shop, the entrance barred by a gated door.

"This is it," I sighed, switching off the map.

"You sure? Doesn't look like much," Logan grunted.

"I think that's the point," Jessica sniffed the air, "I can smell greed and anger from inside. We have a rat on our hands."

"Wait, you can smell him?" Johnny spoke up, "hot."

"Not interested kid," Jessica growled back. I felt for Johnny, I really did, it seemed unfair to him, but...well...that's just how things went it would seem.

I walked up to the door and knocked on the door, "excuse me? Is this the Brooker? Have i something to trade."

A second later the doors were raised open, revealing a nice clean display are inside with glass covered pedestals all around the walls and at the end of the room, a man standing behind a counter with several artifacts placed on a cloth napkin.

The man was dressed in a white top and grey pants, the former having shoulder pads that jutted out like claws. His eyebrows were large and crawling, four thin lines of hair covering his head from the back to front, like a rooster's crown.

"Come in, please," he smiled, looking at rusted length of metal in his hands through a eyepiece, "and please note that I do have the Nova corps peacekeepers on speed dial if the need so arises."

"Trust me, it wont," we walked in. I noticed Felicia immediately eyesing the many trinkets the man had on display. I sent a mental probe into her mind, " _Kitten..._ "

" _What? I'm just looking,_ " she purred, flashing me a smile that was anything but innocent.

We approached the Brooker's counter and waited. He kept looking at the object in his hands, ignoring us entirely. Those of us who were trained in dealings knew it was a power play.

So I reached into my backpack and took out the bronze cylinder I was trading, placing it on the table with a bang.

"Do you treat items you wish to batter with such crass?" he asked.

"Do you keep customers waiting in a poor attempt at a power play?" I asked back.

He smiled, putting the item down and looking up at me, "and you are?"

"You don't remember me do you?"

"Should I?"

"Yes, because the last time you saw me you were begging my master Eoffren for the chance to even hold one of his wears," I shot back and just like that the persona of power he had came crashing down.

His eyes winded so much the monolens he hand popped out almost comically. His eyes roamed my person before his jaw dropped, "s-sir Parker?!"

"Been some time Brooker, how are things?" I smirked.

"G-good sir Parker, very good," he began palming his hands, lowering his head, "may I ask what you are doing here?"

"Am I not allowed to be here?" I teased.

"No! Not at all, please, what's mine is yours!" the man stuttered out.

"Peter, do you know him?" Johnny asked.

"Sir Parker and I did some trading a while ago," the Brooker answered with a smile I bet even his mother didn't get to see, "he convinced his master to do some dealings with me a few standard months ago."

"Yes, how was that by the way? Make a profit?" I asked.

"Always Sir Parker," the man smiled greedly.

"Good...then I did come to the right place," I motioned ot the spear.

The man practically flew to grab it, holding the bronze cylinder like a prized possession, which in his case it might as well be. He rolled it around his hands and gasped, "the seal of Nova Driller?"

"I am a forger of the realm, I have the right to place the seal on my creations," I replied.

"You made this?! Amazing!" he whispered looking it around, "what...what is it?"

I held out my hand, summoning the cylinder into it. I twisted it an the spear shot out, "unbreakable, and able to shot out energy blasts strong enough to punch through twenty inches of standard galactic steel."

"A-amazing!" the Brooker cried, taking the spear back and placing his momolens on his eye, scanning the whole object, "and you are willing to part with it Sir Parker?"

"I'm not a dwarf, I am not a very possessive person," I smiled, only to have Jessica, Felicia, Wanda and Sue snort at the same time.

"Are they sick?" Bill asked cluelessly.

"Don't' worry about it buddy," Tandy just replied, "they just reacted to something stupid."

"As I was saying," I gritted my teeth, "I am willing to part with it... for a price."

A gleam came in the Brooker's eyes, "I can give you twenty million units." Johnny, the untrained idiot he was, gasped in shock. I should totally play that idiot in poker.

"Come on Brooker, what kind of idiot do you think I am?" I snorted, "one billion."

Brooker faked a gasp, "Sir Parker, have you gone mad?! I cannot afford such prices!"

"Yes, you can," I replied, "but you know what, just because it's you and we have...history, I'm willing to bring the price down to seven hundred and fifty million, in exchange for...information."

The man's greed filled eyes picked up on the bait and bite, "well, that would depend on the nature of this information."

I smiled, turning to Bill and motioning him to come forward, "Korbians, do you know off them?"

The Brooker sent Bill a look and nodded, "yes, I'm aware. They were on a mass Exodus if I recall. What off it? Is he one of them? Doesn't look like a Korbian."

"No, a few weeks ago they were attacked, do you know about that?" I asked, placing a calming hand on Bill's shoulder, the alien visibly becoming impatient.

"Yes, I am aware," the Brooker nodded, "ugly buisness...happened to come across one of Thanos' armies….I am sorry for you lose Korbian..."

"They aren't dead," Bill hissed out, "they cannot be."

The Brooker looked surprised, "I beg your pardon?"

"No bodies," I replied, "they didn't leave any bodies behind, meaning we don't think they all died."

"So...there is still hope?" the Brooker asked, "well I have not heard of any Korbian's suddenly coming away...I am sorry, but I do not think I can help..."

Bill changed his head. Tandy immediately came forward and hugged the friendly giant and pulled him away, whispering to him how it would be fine. How if there were no bodies, they could all still be alive.

I sighed, "alright...if you hear anything about them, can you contact me?"

"Do you have a galactic address?" the Broker asked.

"No...I actually don't have a lot of things...can you set up a meeting for me with a bank? Preferable one with tough security and even tougher lawyers?" I asked.

The man grinned, "I have just the one in mind. I can have my assistant show you after we are done...now, is that all?"

"Don't get too ambitions Brooker," I smiled, "I do have one more thing...have you heard about...the Phoenix?"

The man's eyes went wide, "S-Sir Parker I-"

"-I just want to know what you heard," I replied quickly, leaning forward on his counter, "I know someone, anyone must have seen it. And you always keep an eye out for the important things in the galaxy. So? Tell me...what do you know?"

The man gulped, he looked around and finally noticed just how serious my crew had become. We stared at him, all awaiting an answer. And after a second, he relented.

"The Phoenix...has been sighted, yes," he sighed, "it was a few months ago, the Shi'ar empire is...well, up in arms for a lack of better words. It's been ten thousand years since the last sighting of the Phoenix, needless to say they were running around frantic."

"Why? What does the Shi'ar Empire have to do with the Phoenix?" Wanda asked.

"Why everything my dear," the Brooker replied, "do you not know of their rivalry with the creature?"

I narrowed my eyes, "no, please, do explain."

"Well, you see a few centuries ago, the Phoenix chose a Shi'ar as its host and in doing so caused great destruction to the Empire, burning away half it's military fleet. It is said the creature was relentless...and ever since then the Shi'ar Empire has stayed away from the creature and it's worked. But now that it's back..."

"Where exactly did they see it?"

"On a distant uninhabited planet called Prevor-2344, do you have a map on which I can mark it?" the Brooker asked. I displayed to him my hologram and he did so, "but that was some time ago, I doubt it is there anymore."

"No...this is fine," I turned to Felicia who nodded, "this is enough. Have your assistant escort us to the bank to deposit the money and we can conclude our business," I summoned the spear form his grasp and shrunk it back down.

"Do you not trust me to complete the deal?" the Brooker asked, sounding offended.

"I only trust a few people, all of which stand behind me," I motioned to my crew, "no offences."

"No, no, I understand, a cautious man is one that cannot be cheated," the Brooker nodded, "very well. Kortta!"

The back door opened up and a tall red skinned alien walked out. She wore a silver dress that wrapped around her like a candy bar with a bust that was large enough to draw even Logan's eye and a skirt that ended just above her mid thigh.

She had dark copper hair pulled up in a bun with loose strands coming down her sides to frame her face. She placed her hands on her hips and struck a pose, "yes Master Brooker?"

"Please escort our guests to the Bank of Galactic Union," the man said as he reached around his counter and pulled out a metal bag that he tossed to the woman, "transfer for him seven hundred and fifty million units and bring back the itsm currently in his possession. I trust you can manage that?"

"Of course, I am your retrieval specialist, am I not?" the woman smiled before turning to me and batting her eyelashes, "please, sir, follow me."

She approached me, her hips swing almost comically as she did. Felicia stepped between her and me and crossed her arms with a raised eyebrow, "no."

"Excuse-"

"-No."

"I was just-"

"-No."

"...well then, please, follow me," the woman smiled, pretending as if she hadn't just been put in her place, motioning us to follow her outside.

"I like it when your territorial," I leaned in and whispered into Felicia's ear.

"Just because I'm more open than I was doesn't mean every whore on the street gets a shot at you," Felicia whispered back, playfulling biting my ear.

We walked out of the Brooker's office and followed Kortta. She looked back and smiled, "is this your first time on Xandar?"

"Oh you bet it is beautiful," Johnny quickly responded as he took the woman's hand in his, kissing her knuckles, "and may I say, you are the single most beautiful thing I have ever seen in the colour red. And yes, I do include the stars when I say that."

"Well aren't you sweet," the woman smiled politely, "tell me, do your parents know you're here?" I flet how Johnny looked, broken. The rejection was hard and not at all subtle. Logan didn't hold back his laughter, while Jessica snorted into her arm. The rest however felt pity for the boy.

"So Kortta, this Bank of Galactic Union, what can you tell us about it?" I tried to push the conversation ahead.

"A lot," she smiled, clearly when it came to the guy with the money her attitude on age changed, "it is one of the most outreaching banking companies in the galaxy. One can find a terminal for it's services almost anywhere in the galaxy, well...anywhere that isn't a horrible shit pile."

"I see...and the security?"

"There hasn't been a successful bank robbery in over fifty hundred years," she said, "my own grandfather used to work there, branch manager of a galaxy. Well off man, passed a few years ago."

"I'm sorry for your lose," Tandy chirped.

"Thanks," the woman codly replied.

I connected all of us telepathically, " _what a bitch._ "

" _Totally._ "

" _No question._ "

" _Has a nice ass though._ "

" _Johnny!_ " Sue cried out.

" _It wasn't me! But...it is true._ "

" _It was me,_ " Logan called out. We all automatically turned to the man, " _you like what you like._ "

" _Yeah well, maybe if she wasn't such a bitch,_ " Johnny huffed.

" _You're just sad she flat out rejected you, kiddy,_ " Scott teased.

" _Shut up Summers,_ " Johnny hissed.

" _You need to know how to talk to women kid,_ " Logan replied, " _you can't just be so blunt._ "

" _Oh please, what do you know you walking keg?_ "

Logan smirked, he then spoke out, "so, Kortta, is there a place to get a drink around here?"

"Several," she replied shortly, "I would suggest the Nest, it caters to those of your...standard," she replied dressing Logan down.

"I see, and where do specimens of your standard frequent?"

"Somewhere you would find unsuiting."

"Heaven?"

The woman chuckled, "close enough."

"Tell me something, have you ever actually been with a real man? Or does picking on little boys keep you satisfied."

"I assure you..."

"Logan."

"Logan, I assure you, I can satisfy myself very well."

"I beg to differ."

"Is that a challenge?"

"A promise."

"A tall order for a man of your stature."

"I won't seem that tall once you're lying on your back."

"Hm, I would honestly like to see you try."

"Succeed, I don't try, I succeed."

"Did Logan just use a Star War dialogue to pick up a hot alien chick?" Johnny whispered.

"Yup," I replied back.

They flirted a bit more, Kortta seemed to be pleased with Logan's more straightforward words. The rest of us just sat back and watched, it was honestly amusing to see him work it out. I had no doubt given more time he would have her panting on his bed while he drank from his mug of ale.

But alas, the flirting was cut short as we quickly approached a large plaza ground with a fountain in the middle, with a giant golden building standing before us.

The words 'Trusted Above All Else' were plastered over the entrance wall. We walked in and Kortta took the lead, demanding to see the manager and greeting said man like an old friend.

It took her ten minutes to set me up an account. The manager and I had a long conversation about my personal profile and the various passwords and key elements to my bank account I would have to remember, but it was a quick process, and just in case, I had Sexy record everything via my suit.

"And here you are," the manager replied as he handed my a golden box, "this is your bank details. The box it's stored in cannot be hacked or broken into, it is locked into your particular signature. If you have any issues, please, come here or any of our branches for help."

"Thanks, I'll keep that in mind," I put the box away and turned to Kortta who smiled, "thank you, that was quicker than I thought."

"Well, it depends on the kinds of people you know, nepotism is a powerful thing," she smiled, holding out her hand, "and now, the item?"

I took out the bronze cylinder and handed it over. She checked it over before sealing it inside the bag the Brooker gave to her, transfering the credits using a handheld device that resembled a woman's makeup compact.

I held out the golden box and a small hologram appeared, displaying my bank unit on it, a sweet seven hundred and fifty million.

"Pleasure doing business with you," she smiled, turning her eyes to Logan, "and it was...nice to see you as well."

"Are you doing anything tonight?" Logan asked, "because as I see it, we have money to burn and a night on the town is just the way to go about."

"Logan," I was about to protest, only for the man to glare at me. I sighed, "fine. Give me a minute and I'll set up branch accounts for you all...ah Kortta, could you-"

"-Oh, I'm sorry, but seeing as our business has been concluded I really must return to my Master with his prize," she smiled, "I'm sure you understand."

"Yeah...sure..." without a word she turned and left, leaving us behind.

"What a bitch," Felicia whistled.

"Damn right," Wanda snorted.

"Kitten..." I turned to Felicia.

"What?" I held my hand out. Felicia sighed, handing over the compact device Kortta was holding, pouting while she didn, "just wanted to fool around..."

"You should be more careful Cat," Logan growled as he snatched the device, "sneak your fingers into the wrong pocket and even we won't be able to help you," he walked away.

"Where are you going?!" Johnny cried out.

"To return this," Logan replied.

"He's so going to try and hit that," Jessica whispered.

"You can smell it took huh?" I replied, to which she nodded. The lust was almost toxic.

It took another half an hour for me to set up branch accounts for each member of my crew, including Bill. I deposited a million into their accounts, keeping a limit on the expenditure, the only exception being Sue, to whom I granted full access.

"This is so boring!" Johny cried out as we finally walked out of the bank, "we're on an alien planet and we spent all that time in a bank! Who ever goes to the bank?!"

"Well what do we propose we do fire butt?" Wanda snorted, "this isn't Earth, we need to be more careful."

"I know, but come on! This is another planet! Surely we can do something awesome!" Johnny cried out.

They all turned to me, I shrugged, "I need a day or two to figure out what our next move is. And Bill will need a ship for his own trip. We could spend the day here."

"Yes! Alien clubs here I come!" Johnny cried out in joy, much to our annoyance.

But as we walked back into the open fountain, I looked over and got the surprise. A walking tree leaning over the fountain drinking from it, and next to it a racoon on its hind legs, dressed in a yellow suit, holding a scanner up with a gun strapped to its back. Rocket and Groot.

"Hey, check those two out," Tandy caught on, drawing everyone's attention to the two odd balls.

"Is that a freaking racoon?" Rogue couldn't help but ask, "how did- how is that-how?"

"Is that a walking tree?" Felicia whispered.

"Dude, this planet is so weird," Johnny whispered.

I was about to reply when I looked at the device Rocket was using, because it reminded me a lot of my first version of the SA. He was using it to scan faces in the crowd, and to my great surprise, one of them...I recognized.

I shot my head up to the raised platform up above, and there chatting up a girl young enough to be his daughter. Dressed in grey robes with some kind of mechanism on his neck, was the Marvel Cinematic easter egg himself, Stan Lee.

"No fucking way..." I whispered.

"Yea, I know, a talking racoon!" Felicia cried out.

"No, not that, I," I turned dot my crew, "look, I have to do something right now, okay? I'll be back, I'll find out. If anything happens, use your communicator to call me," I turned and ran.

"Peter!" Felicia cried out as she began to chase me, I ignored her though, looking out for Stan Lee. I jumped onto the platform, much to the people's shock. I looked around and saw the woman the old man was talking to.

"Excuse me, miss!" I called out.

"Oh my!" she squealed in surprise, "c-can I help you?"

"That man you were talking too, old guy with glasses, where did he go?' I asked frantically, Felicia catching up to me by this point.

"Oh...he went that way," she pointed down the platform to a crowded street. I looked and immediately spotted the white head of hair he sprouted.

"Got you," I charged.

"Peter! What's going on?!" she asked.

"No time to explain!" I replied, "it's important!"

The biggest mystery in the Marvel universe, what role did Stan Lee play? Is he a Watcher like Guardians of the Galaxy 2 implied? Was the One above all? I don't know but...there has to be something he can tell me in regards to...just who I am.

I was thrown in the body of his greatest creation, I lived as Peter Parker and all my life I had the question: why me?

And I think today I can get my answer.

I followed his head of hair into an alleyway, I charged in and to my shock, the one lane passage was devoid of all life.

I looked around in disbelief, he had just...vanished. Into thin air and...how?

"Peter?" Felicia asked as she managed to catch up, "what happened?"

"There was a guy," I looked around the alley, no way out, one long stretch to a dead end, "he….he resembled someone I knew on Earth and he just….vanished."

"Someone from Earth? You think he's human?"

"I….I don't know," I replied, turning back to her, looking lost.

"Alright...how about I double back and make sure we didn't lose him in the crowd?" Felicia offered.

"You don't have to do that Kitten."

"Tiger, it's not a problem," she smiled, "I'll be back before you know it." She went back into the crowd and disappeared. I sighed, I knew it was pointless, she wouldn't find him.

"That is one hell of a girl you got there kiddo."

My eyes winded, I turned around and jumped back in shock. He stood there with a smile, right there, like his had appeared out of thin air.

"D-Do you know who I am?" I asked the obvious question.

The old man chuckled, "well, I suppose I do. $%#$ right? Good name, kind of long though. Sanskrit isn't it?"

"Y-You know me," I whispered, "who are you? What are you? You aren't Stan Lee...are you?"

"Oh no, I just use the man's form," the figure held his hands out with a kind smile, "his actions created me after all, the least I can do if honour my creator."

"You...you're...the One-Above-All?" I whispered.

"Hm...I suppose in the 616 world that would be my title, in this world though I just call myself the Cameo, fitting don't you think?" the thing wearing Stan Lee's face chuckled.

"Why am I here?" I snapped.

He stopped laughing, "pardon?"

"Why am I here?" I repeated myself, "this body, this...this life. Why?"

"Well...I can't answer that."

"Why not?"

"Because I wasn't the one who brought you here," he replied.

"Who did?"

"That would be telling," he smiled.

"So tell me!"

"I can't," he replied.

"Why not?!"

"Because if I did, you would die," the Creator shrugged.

I felt a cold sweet come over me, "w-what?"

"The thing that did this to you...it finds it amusing. That's why it's blocking you from telling others the truth. If I tell you who, then, knowing it as well as I do, it'll probably throw a hissy fit and destroy this universe out of spite."

Who? Who could be that fucking insane?! The Beyonder?! Eternity?! A celestial, it has to be. But which one?! And….should I even try to figure out? If-if this is supposed to be a game for it, would breaking the rules end up with everyone I love dead?

"You know kid...I didn't approve of his plan, but I have to say, it's amazing seeing you work," the Cameo's words broke through my thoughts. He smiled, "you know, I always loved Stan Lee's view on life...everyone was a hero, no matter the size of their deed. To care for others, that alone made one a hero...and you, I have to say that you've stepped up time and time again."

"But I..."

"Failed?"

"Yes...so many times, and the real Peter Parker, if he saw what I did to his life-"

"Oh kiddo, who cares?" the Cameo chuckled, "the real Peter Parker...there's no such thing. You are this universes only Peter Parker, no one else...stop worrying about these things kid, you can't let it get you down."

He placed his hand on my shoulder and smiled, "live your life. Go get your girl back and save the universe. Leave the big things to me, the one who did this to you won't interfere, it's not in their game plan. They will leave you alone until everything's over...so live your life kiddo. Be happy, be good, be Spider-man...and remember, with great power comes an even greater responsibility."

I looked at the face of Stan Lee, and for the first time, the little thought in the back of my head which wondered, 'what if Peter Parker came back' died. Right here, right now...this was my life...and I could make it whatever I wanted it to be.

Suddenly my coms came alive, "Peter!" Sue called out.

I blinked, tapping it, "Sue? What happened?"

"It's Johnny! He got himself into a fight with that Racoon and tree we saw earlier!"

"Oh for the love of God!" I turned to said deity and to my utter shock, he was gone, "what the hell..."

"Tiger?" Felicia called out as she rounded the corner, "Johnny' in trouble."

I looked back at the empty alley and sighed, "right, let's go." We ran out, going back to the fountain where we last saw the crew. But as we ran I couldn't help remember what the thing wearing Stan Lee's face said...I was good...a good hero. Worthy of the title.

I knew it already, but having God itself say so...well, it gave one hell of an ego boost

We ran back to the plaza just in time to see everything go to shit. Peter Quill, Gamora, Groot, Rocket and Johnny were fighting like they had something to prove. I saw Quill being thrown into a bag by Groot, to which Gamora began attacking the walking tree while Rocket dog Johnny's fireballs firing back at him.

I spotted Sue and my crew and ran over, "what the hell happened?!"

"Well, that green lady first started to attack that blonde dude, and then the racoon and the tree got involved as well, and then Johnny decided to try and help and well..." Tandy explained, looking every bit as confused as I felt.

"Oh no, this is just perfect, just what we needed!" I cried, this was the begining to the Guardians of the Galaxy. Meaning, I looked around and sure enough, I could see the silver orb containing the Infinity stone of Power being passed around Gamora and Peter Quill like hotcakes.

I could jump in and take it away, but if I did that then...the Guardians of the Galaxy would never be created. I cannot interfere. Neither can Johnny.

"Alright, I'll get Johnny, you all stay back!" I called out, jumping through the air and landing on the plaza ground.

Gamora had her sword out and was chopping Groot's hands off his body. Rocket was firing energy blasts out of his canon, trying to hit Johnny, who was flying overhead, flying fireballs at the trash panda. And Quill, well he was struggling to get out of the sack Groot threw him into.

"Enough!" I cried out, "Johnny get down here right now!"

"Pete! They were trying to kidnap a guy!" Johnny protested.

"He's a wanted man! Meaning his ass is mine!" Rocket roared firing a shot at me.

I growled and summoned a shield of energy around myself, "will you stop firing at me you stupid racoon!"

"Don't call me a racoon!"

"ARGH!" Gamora cried, chipping both of Groot's arms before running towards Quill.

"Stop!" I cried out, she ignored me and opened the bag, only to come face to face with Quill's blaster, firing a stun shot point blank at her face.

"GRA!" she began to groan in pain, twitching on the ground as she was electrocuted. Quill then got to his feet and began to run away, kicking the bag away.

"I got you!" Rocket turned and fired a blast, hitting Quill in the back, shocking him to the ground.

"Not cool man!" Johnny yelled back as he came down ready to blast the racoon. I was just about to step in, when suddenly several blasts of golden energy came down upon us form the sky, levitating everyone into the air, including me.

I looked around and found the entire plaza surrounded by Nova corp ships. One even aimed a gun at me, "Peter Parker of Terra, stand down and you will face a minimum prison sentence."

I clicked my teeth, this cannot be happening. I raised my hands in surrender and watched several Nova officers approach us, "hey man I was literally trying to stop them!"

"There's a strict no interference law buddy," one of them explained, "it doesn't matter if you only tried to stop them, that makes you involved, which makes you an accomplice."

"What?! That's bullshit!" I cried out.

"That's Nova law," the officer replied, "why else do you think no one else tried to step in?"

I turned ot Felicia and Sue, sending a mental probe, " _use my bank account to get a flat in the city and stay put. I'll get Johnny out of this and bring him back. Until then, stay safe and don't get in trouble!_ "

" _Peter, be safe,_ " Sue replied back.

" _Bullshit! You can break free of this! Stop hiding!_ " Felicia cried out.

" _If I do they'll just hunt me down, all of us down,_ " I replied, " _plus...I have a plan. There's something I need to get, a lead on how to take the Pheonix down for good. Johnny and I will get out, and when we do I'll send word to you here._ " The Power stone, I got a way to get it without it costing the Guardians to be formed.

Felicia looked hesitant, but slowly agreed, " _fine...but the moment you're free you call us, understand?_ "

" _Understand. I love you,_ " I cut the connection and turned to Johnny, who's powers had been extinguished by the Nova corps members who dosed him with some kind of flame retardant. "Just so you know, I'm so going to kick your ass."

 **On Earth:**

On a hospital bed on a hidden base, a man with a sacred face slept. He had been like this for half a year, ever since an action of kindness left him...broken.

Hie eyelids twitched slowly. His eyes opened, he looked out expecting to find his family, waiting to greet him. Instead, all he found was an empty hospital room.

Reed Richards felt anger unlike ever before. Where were they? Where was Sue? Johnny? Ben? Had they left him? Had...Peter….he probably took them. He took Ben, took Sue, took Johnny.

Reed was smarter than him, why? Why did they pick Peter over him? Why did they leave him? No...no he was overreacting. They were probably just in their own homes. He didn't know how long he had been asleep, it was unreasonable for him to expect them to be waiting for him.

No...he was overreacting. Ben didn't leave him, he left to find a cure...because Reed was too stupid to find one himself. And Johnny...he and Reed never got along anyway. And Sue...she would never be interested in a child like Peter anyway.

Peter Parker was pointless in Reed's mind, a pointless boy with a pointless life. What mattered was his life and how he chose to live it...yes...when he got better, that was the first thing he was going to do. Get his family back. Get them all back.

No one would stop him.

 **NY:**

Gwen Stacy wasn't someone who could appreciate food. It was odd to her, food was just...well, food. Sure they had different flavours and such, but it was just that, food.

But now? Now she could appreciate eating, maybe not the food, but definitely the company.

Curled up on her living room sofa she browsed through the channels, "hurry up! I'm starving over here!"

"Coming honey," her father called out. The man came out of the kitchen holding a pot full of the Stacy family meatball special, "so, how was work?"

Gwen shrugged, "you know how it is, long and boring."

"Oh, I know," he smiled, placing the pot down on the living room table, plopped down next to his daughter, "been a busy day for me too."

"Spider-woman?" Gwen smiled.

The captain sighed, "unfortunately...she's gotten better of late, but she's still too raw...she still makes mistakes. We had a new gang suddenly come out, calling themselves 'the Vipers'. I swear, if it was Parker still under that mask the crooks would be too scared to pop out their heads."

"Yeah well, when you keep comparing her to Peter freaking Parker, anyone wouldn't match up," Gwen snapped back.

"Taking it a littler personal there honey."

"Sorry...it's just...it seems like she's trying you know. Comparing her to Peter Parker isn't really fair. I mean, didn't he make mistakes too?"

"Hm...I suppose your right," George smiled as he wrapped his arm around his daughter's shoulder and pulled her close, "so, what else is new? When am I finally going meet this new boy I see on your social feed?"

"Dad!" Gwen cried out, "have you been stalking me again?!"

"Honey, you can't stalk your own kid," the captain chuckled as he grabbed the remote and began surfing through the channels.

"I...I'm going to have to look into that."

"Well if you do, be sure to-" the man stopped, his eyes going wide as the NEWS came on. Gwen turned to see what gave her father such a surprise, and found herself gasping in shock.

 **HYDRA pardoned? After year long investigation, no proof of crime has been found! SHIELD head of operations Nick Fury was not available for comment.**

" _In a shocking announcement the White House has announced that the terrorist Organization, HYDRA, has been cleared of all charges laid against it by terrorist known as Spider-man. It's being reported that due to a lack of evidence, due to most of it being ruled circumstantial by the Supreme Court, those listed as members of HYDRA have been pardoned from any wrongdoing,_ " the report said.

The news then cut to a man dressed in a suit, crying his eyes out, " _when I was labeled as an agent of HYDRA it felt like my life was over. No one treated me the same. I'm not a member of HYDRA, who says so? Some teenage kid who blew up a government building? I-I just want things to go back to the way things were._ "

" _When asked for comment the president said that he would be entacting a special council to decide the fate of the free agents that had been accused of being HYDRA. Only time will tell as to what the result of said action will be._ "

"What is going on?" Gwen couldn't help but ask. Peter hadn't even been gone a week, and it felt as if the bad guys somehow knew.

* * *

 **So I decided to play around with the idea of cameos a bit. Since Stan Lee and all..**

 **Anyway, trouble is brewing back on Earth, I will be including the happenings back home now and again, just for context. And as for the HYDRA being pardoned thing, well, that explanation will come later.**

 **Also, I understand the story has been a little slow, but I promise next chapter on we'll be picking up the pace. More fighting, more action. Also...I'm going to be adding a new...surprise character.**


	76. This is getting us Knowhere

I swung my leg up, hitting Johnny's butt so hard he flew into the caged walls of the room. "Ouch! What the shit Pete?!"

"You know what the shit! You know exactly what the shit!" I cried back with a growl, "you realise that right now, you could be in a nightclub on Xandar, I could be in bed with my girlfriend, but instead we're both in a fucking jail cell, because you got itchy fingers!"

Johnny gulped, "well...in my defence-"

"-Shut up in there!" the guards outside cried out banging his stick against the wall, a spark of electricity arcing out, "get changed and move it! Before I make you go in there naked!"

I growled, but said nothing, holding up the clothes they had given us with disdain. We were in a barred room surrounded by guards and drones with weapons, all pointed at us. They had taken us aside, stripped away our clothes and washed us down with some orange sanitizing agent.

"We should just fucking burst out," Johnny leaned in and whispered.

"I maybe able to take bullets to the face and live, but you can't," I whispered back, "besides...with these things on our powers are…." I looked down at the collar around his neck and mine. It had enough voltage to put us down, permanently. And I don't want to risk Johnny's life for something like an escape attempt.

"So what do we do?" Johnny asked.

"We play along," I replied, motiong to the clothes, "change. I'll think of something."

"Right...head's up, the racoon and the gun guy are coming," Johnny motioned as another set of guards pushed Peter Quill and Rocket into the changing cell as well.

"Hey guys, long time no see," Quill smirked, "you staying long?"

"Quill?" Rocket growled, "shut up," he walked past us, ignoring us and walking to one corner where he quietly began putting on the uniform they had given us.

"How come you two got collars?" Quill looking at out necks, "you special or something?"

"Something like that," I nodded, elbowing Johnny to put on the clothes. He nodded, doing just that.

"I'm Quill by the way, Peter Quill," Quill smiled, "but people call me Star Lord."

"No they don't," Rocket grunted.

"Yes they do," Quill smiled back.

"No talking!" the guards cried out as one of them pressed the control key inputted their hand, firing a warning shot into the floor.

"Holy shit! Okay okay! We get it!" Quill grumbled, quietly putting his clothes on as well.

I looked over to Rocket, the cybernetic implants on his back seemed painful to even see, let alone have. I can't imagine what he's going through right now...maybe I could take a look at it later..

After changing we were pushed back out, meeting Gamora and Groot outside. Given a black duffle bag, I assume it contained a sleeping bag, we were then introduced into a large open chamber, the ground floor with tables covered with inmates and levels of cells on the walls with stairs going up all three hundred levels.

"Holy shit," Johnny whispered as he looked around at all the criminals around us, his eyes going wide in shock, "dude."

"I know," I whispered back. My spidey senses were flashing on and off, but I didn't need it to know that everyone here was eyeing Johnny and I with the intention of making us their prison bitches.

Aliens of all kinds were here, most of them looked vaguely human, sans a different skin tone or two, but then the rest looked truly alien. Some had tentacles, some looked like a mix of earth animals and the nightmares made by Lovecraft himself.

All in all, it wasn't a nice place.

We walked down the line to the center of the great open area. We stuck close to the soon to be Guardians of the Galaxy, slowly the gathered prisoners stood up and began approaching us as well.

And then suddenly, someone threw a fruit at my head.

I grabbed it before it hit and then threw it back at the guy who leveled it at me, hitting him square on the jaw. The people began growing louder and louder as they grew restless, most of them however were yelling at Gamora in particular.

"You first bitch! You first!"

"You're dead Gamora!"

They gathered around, throwing everything they could at her, from utensils to food. And she did nothing more than flinch away, walking through them all, almost in an uncaring manner.

"Like I said, she's got a rap," Rocket grunted, "a lot of prisoners here have lost their families to Ronan and his goons. She'll last a day, tops."

"Murderer!" a prisoner cried.

Gamora glared, but said nothing. "The guard's will protect her, right?" Quill asked.

"They are here to keep us in, they don't care what we do to each inside," Rocket grunted.

"Whatever nightmares the future holds, they are dreams compared to what I have been through," Gamora stated, a confident demeanor about her.

"Dude, this is fucked up," Johnny leaned in and whispered, "do you think Earth prison is the same?"

I was about to answer when Quill was suddenly stopped by a hulking blue alien with similar features to that of a hairless gorilla. It smirked, it's flat ears wiggling in what I assume is excitement, "check out the new meat," it said in a tone I recognize, "I'm going to slather you up in Gunavian jelly, and go to- ARGH!"

The alien cire doubt as Groot stuck it's fingers up his nose and hoisted him up.

I sighed, "yup, definitely like Earth prison."

"Let's make something clear!" Rocket cried out, "this one here is our booty!"

Johnny's eyes widened, "does he mean treasure or..."

"Dude!" I smacked him up the head.

"You want to get to him, you go through us!" Rocket roared, "or more accurately," Groots hoisted the man higher, "we go through you," before dropping him down like a sack of potatoes.

The alien withered in pain as Rocket and Groot stepped over him. Quill smirked, "I with them," and he quickly follow behind.

"Hey! What about those two?!" someone asked, pointing at Johnny and me.

Rocket turned around, looked at me, and then shrugged, "go nuts."

"Alright!" a bulky fat aline with rudge on his brow cried out, licking his reptilian tongue, "I want the pretty one."

"He means me," Johnny said with a smirk, before his eyes went wide, "oh shit!"

"Get him boys!"

They charged, I looked at the guards, sure enough, they didn't seem to care, so I rushed the largest one of the crowd, the lizard tongue freak, and sent a sharp kick to hsi temple so quickly he barely had time to widen his eyes in shock.

He went flying back and into a wall, the ones next to him immediately tried to jump me, but it seemed my strength wasn't just super-human, but exceeded whatever standards aliens had as it took only a single punch to knock the others down as well.

"We may not look it, but we aren't ones to be fucked with," I growled, grabbing a standing attacker and throwing him over my shoulder with one hand, "now, anyone else?" They slowly backed away. I snorted, "come on Johnny."

I looked over my shoulder to see Gamora walk towards a nearby empty cell and lock herself in. Hm, this might be my chance to ask her about the Soul stone. Johnny and I reached Rocket and the others, they had commandeered a giant table for themselves, sitting down comfortably with Quill close by.

"What the hell was that?!" Johnny cried out, "you could have helped!"

"What do I look like? A hero?" Rocket snorted.

"Besides, you seem like you had it handled," Quill shrugged, "it all worked out."

"You little-argh!" Johnny cried out, throwing his hands up in frustration.

"You're from Earth, aren't you?" I asked, sitting down opposite Quill.

"Eh, yeah, how did you know?" Quill asked.

"I can feel it," I replied, being a sorcerer allowed me to be mystical like that, "Johnny and I are from Earth too."

"Really?" Quill asked, looking shocked, "how? Did we finally achieve interstellar travel?"

"Something like that," Johnny sighed before he blinked, "wait, you're from Earth? Where?"

"Missouri," Quill replied, "and you guys?"

"New York," I shrugged, "I'm Peter by the way, Peter Parker."

"No shit," Quill looked surprised, "I'm Peter too, Peter Quill."

"Nice, just what we need, another Peter," Johnny sighed.

"So Quill, what's your story?" I asked, knowing the answer, "how did you end up out here?"

"Oh, you know, the usual story. Got kidnapped by aliens, they threatened to eat me, yada yada yada, now I'm in prison."

"Did they probe you?" Johnny smirked.

"Don't' even joke about that," Quill hissed.

I looked over and spotted a lone dark green figure in the corner of the hall. He was looking up at Gamora's cell. I narrowed my eyes, Drax the Destroyer. So it begins…

"Peter," Johnny called out.

"Yeah?" Quill and I replied.

"Eh, Parker," Johnny clarefied, "we need to get out of here, fast."

"Well, we then sent us here they said we need to spend two weeks here, so we could just finish our sentence and go," I replied.

"Bull shit," Johnny hissed, "two weeks for trying to stop a fight? That's stupid!"

"Yes well, it's not our laws Johnny," I shrugged.

"So you're going to just stay here like a good boy huh?" Rocket snorted, "you do that kid. We? We're getting out of here, pronto."

"Can we join?" Johnny asked eagerly.

"Depends, what's in it for me?" Rocket asked greedly.

"We can pay you," Johnny replied immediately.

"Johnny!" I hissed.

"Come on Pete! You know we don't belong here! And I hate this place," Johnny looked around, seeing the few aliens still eyeing us, but not brave enough to approach.

"How much we talking?" Rocket asked.

Johnny was about to speak when I held up a hand, I spoke first, "five thousand credits."

"Ha! You're insane! You can't get shit for five thousand credits!"

"Ten thousand," I battered.

"Fifty."

"Hm...Thirty."

"Forty five, and I ain't going down anymore."

"Forty and you get these collars off Johnny and me," I pointed at said shock collars.

Rocket looked over and hummed, "forty five and I do it."

"Done. When we get out of here, you'll have your money."

"No way, how do I know you won't try to screw me over? Money now or no rescue!" the rodent hissed.

"I have no way to access my bank account now," I replied, "I'll pay after. You can even hold Johnny hostage as incentive."

"Hey!" Johnny cried out.

"Deal!" Rocket held out his hand.

"Deal," I agreed.

"Peter!" Johnny yelled.

"You got us into this mess, you'll get us out."

 **That night:**

At night all the prisoners who weren't in cells slept on the floor of the hall in a giant pile. Johnny and Quill were cuddled together, the two idiotic blondes drooling on each other. Rocket was by one corner with Groot, while I stuck to the side of a wall, overlooking them all.

I was playing around with the collar, trying to find a way to remove them by myself. Sadly, the alien tech was just that, alien, I would need Rocket's help after all. I couldn't activate Sexy without the collar noticing, and I wasn't confident in my suit's activation cycle to pair it up against the speed of lightning for it to insulate me before the surge began.

I was stuck.

Just then though I heard a noise, turning, I noted Gamora being dragged away by knife point and being held by several prisoners. I looked over and noticed Quill wake up, in seconds he was up and following them, and Rocket following him.

I crawled along the sides of the walls and found them just as Gamora escaped from his captures, holding a blade against Drax's neck.

"I'm no family to Ronan or Thanos," she said, dropping the blades and stepping aside, "I'm your only hope at stopping him."

"ARGH!" Drax cried, slamming into her and pushing her up against the wall, "woman! Your words mean nothing to me!"

"Hey! Hey, hye, hey!" Quill stepped in, "you know, if killing Ronan is truly your sole purpose, then I don't' think this is the best way to go about it?"

"Are you not the man this wench attempted to kill?" Drax asked, and they slowly dropped into a banter that played out just the same as the movies. Drax agreed to let Gamora go, Gamora agreed to help Peter sell the 'Orb'.

I wanted to step in at this point, tell them about the Orb's true nature. But...the fact is, I didn't know how to open it to get to the stone inside. I didn't have the time to study it and with time running out so quickly interfering will just deter things for the worse.

So I decided to just wait and see...hopefully this won't turn out to be the wrong move.

 **The next day:**

"This is fucking awesome!" Johnny cried out as Rocket piloted the head of the broken watchtower through the now open jail doors, flying us to freedom.

"And...we are officially fugitives," I sighed.

"Guess I now know how you feel huh?" Johnny chukled.

"Alright, grab your gear and let's blow this place!" Rocket cried out as he crashed our 'ship' into a wall, just as the doors closed behind. We ran out and moved to a storage place, I got Rocket to help me find Johnny and mine things, lucky these assholes hadn't damaged my thriller jacket.

"Peter! Where are you going?!" Gamora cried out, I turned to see Peter pass her his knapsack, taking his clothes with him, promising to be right behind us.

I sighed, is walkman, right, forgot about this. "He'll be fine," I said, stripping out of the yellow prison clothes and into my own, "Rocket, collars."

"Nothing doing kid, credits first, then collars," Rocket snarked.

"Oh come on man! Not cool!" Johnny cried out.

"Shut your whining!"

I sighed, "fine, whatever," I looked around, no guards around, so...I raised my hands up and pressed the knuckles against the collar and released my stingers just enough that they tore into the metal. A flick of the wrist and the metal came down.

"What the-you got claws?!" Rocket cried out.

"Kind of," I replied, quickly freeing Johnny as well, "there we go, feeling hot Johnny?"

The blonde smirked, "damn right, Flame on!" he cried, exploding into flames, "damn it feels good to be red again!"

"Wait, hold up! You mean to tell me, you could have removed those things anytime you wanted?!" Rocket asked.

"Yes, but not without the guards finding out. Don't worry Rocket, you'll get payed, after all, we still need to get out of this place, and we don't have a ship," I smirked, tapping my shirt, making the suit come alive and cover my body, forming my costume complete with mask.

"Your have living clothes?" Drax asked in surprise.

"Nanotech," I noticed Rocket eyeing me, "have something similar?"

"Can't say we do," the rodent grumbled.

"We need to hurry, guards will be here soon," Gamora called out, looking me over, "don't get in our way, understand?"

We nodded, "crystal," Johnny replied.

We ran down the corridor into the prison's hangar where all the illegal ships seized by the Nova corps were kept, and sure enough, Quill's own ship was there, waiting to be taken.

Using the encryption key Quill had in his bag we gained access to the ship and launched out to freedom.

"Where is he?!" Rocket cried out.

"He said he had to get something," Gamora grunted.

"Well we have the Orb don't we? I say we punch it!" Rocket growled back.

Gamora quickly began to search through Quills satchel, only to find it empty, "it's gone!"

"He took it?!" Rocket cried out.

"Look!" Drax called out, pointing to outside, just as Quill came into focus, flying through space in his helmet, using his thrusters to navigate through the void of space.

Everyone quickly went to the hatch and helped him out, Gamora in disdain and Drax in disbelief. "This one shows spirit! He shall make a keen alley in the battle against Ronan!" the green skinned alien claimed, "companion, what were you retrieving?" Quill held up his tape deck, "you are a moron."

"Indeed," I smiled, "those things are so old."

"Is that a walkman?" Johnny looked amazed, "haven't seen one of those in years. Think my mom had one."

"Wait, you guys don't have these anymore? How do you listen to music?" Quill asked in shock.

"We don't," I replied, "music has been made illegal. In fact all forms of entertainment has been made illegal on our home. Art, culture, it's all been lost."

"Yeah, heck, I haven't seen a movie in my life. Is it true it's both moving sound and picture?" Johnny added, catching on quick.

"Wait...are you messing with me?" Quill asked, seeing our stone faced expression he began to grow worried, "what the hell happened?"

"Well, you see, we elected this guy named Palpatine, nice guy, we all liked him, but he turned out to be a dictator and well, things got bad. Turned America into an empire and he became the Emperor and started ruling with an iron fist."

Quill's eyes went wide, "oh my God….shit, I never….I never realised-"

"Ba-haha!" Johnny exploded into laughter.

"Oh very funny guys! Make fun of the kid who hasn't seen home in twenty years!" Quill threw his hands up, "almost had me, damn it!"

"Oh, this is going to be an interesting trip," I chuckled.

We moved to the cockpit and I noted the way he piloted the ship, a human interacting with alien tech was a rare sight, so I recorded it for later use.

After getting us into deep space, Quill put the ship on standby and the crew gathered underneath the cockpit, around the table.

"I'm going to need your buyer's coordinates," Quill said, pulling up a star chart I had trouble recognizing.

"We are heading in the right direction, for now," Gamora replied, handling the orb.

"You know, if this is going to work, you're going to have to trust me a little," Quill smirked.

"And how much do you trust me?" Gamora asked.

"I'd trust you a lot more if you told me what this was," Quill said, grabbing and holding up the orb, "because I think it's some kind of weapon."

"If it's a weapon we should use it to destroy Ronan!" Drax cried out.

"I don't know what it is, but I know it's valuable," Gamora replied, "I'll set the coordinates," she then turned to Johnny and me, "the dock will have ships to smuggle you two anywhere in the galaxy. I suggest you be on your way."

"After you pay me," Rocket grunted.

I nodded, "agreed….tell me Gamora, just how much do you hate Thanos?"

Everyone's ears picked up at the name. Johnny was the first to ask, "what's she have to do with that guy?"

"She's his adoptive daughter, his favorite if my sources are correct," I answered, eyeing the woman, "well?"

"I despise him," she replied.

"Oh...woah...Peter, you sure-" he stopped himself, eyeing the woman with caution.

"She's telling the truth," I replied, "at the very least she won't betray us."

"Who exactly are your sources terran?" she narrowed her eyes, eyeing me, "you are...strange. Well equipped, but you seem weak. At least we know the other one can fight."

"Well, if you must know, we are superheroes," Johnny claimed, puffing his chest out, "I'm the Human Torch, and my friend here goes by the name Spider-man!"

"Pft-what?! Spider-man?! What type of lame ass name is that?!" Quill laughed.

"I'm sorry, Mr. Star Lord?" I hissed.

"Better than 'Spider-man'," Peter snorted.

"Bite me Quill," I hissed.

"Hey, do you like shot webbing out of your ass?" Quill asked, "oh, and aren't spiders supposed to have eight limbs of something?"

Skit!

My additional robotic arms popped out of my back, displaying themselves in their vibranium silver glory. Rocket whistled at the sight of them while Gamora and Drax looked weary.

"Yes," I said, webbing Quill's mouth, "and yes. Now then, how long until we reach?" I put the arms away.

"MM!" Quill cried out.

"Soon," Gamora smiled, "and you finally shut him up. Hero indeed."

 **A few hours later:**

"So, you've only listened to songs from the seventies and early eighties?" Johnny asked in shock as he sat in the co-pilot seat.

"Yeah well, don't really have much variety," Quill admitted, "but, it's nice."

Gamora and I rolled our eyes, leaning on opposite sides we watched the two blondes navigate their way through space, Gamora finally giving the coordinates we needed.

"If you want, I have a few songs you could try," Johnny replied, "it's on my ipod back in my ship, but I could totally email it to you or something."

"What's email?" Quill asked.

"What-oh, right, got kidnapped before the internet, got it….woah, just realised you probably never even heard of Home Alone or anything like that...or saw what HD looks like!"

"Wait, HD?" Quill blinked.

I chuckled, "I swear, it's like dealing with Cap all over again, only in this case you happen to use tech dozens of centuries more advanced than ours."

"Who's cap?" Quill asked.

"Captain America," I replied, "Steve Rogers...you do know who that is right?"

"Are You kidding?! That guy's a hero! Wait, didn't he die or something?"

"Close, got frozen in ice, became a capsicle," Johnny shrugged, "Peter there is best friend's with him."

"Met him like three times, cool dude," I replied.

"Bullshit!" Quill cried back, "how did you meet a guy like that?"

"I told you, back home, I am a superhero...or I was..." I rubbed my neck.

"What happened?" Drax asked.

"Holy-what the hell Drax?! I didn't even see you!" I cried out.

"I found that moving slowly or standing still makes me...invisible," Drax explained.

"Sure buddy, whatever you say," Quill said in a dismissive manner, but I had to say, there might just be something to this guy...damn, could he turn invisible?!

"Right," I put the thought out of my head, "anyway...I ah...kind of blew up a building, so I'm a wanted felon."

"What?!" Quill laughed, "seriously?!"

"Don't get him started," Johnny sighed, rolling his eyes, "bane of my life. Anyway, he's not the only hero to you know. I once rescued the President of the United States!"

"Ah-hem?" I cleared my throat.

"With help of course."

"Of course."

"So basically you two are a bunch of do gooders," Rocket grunted, "classy."

"That might be an issue," Gamora stated, "especially with where we are going..."

The ship passed through a dense cloud formation, revealing a giant severed head that I had all but expected, but still took the breath out of me. There it stood, a severed head of a celestial. Knowing what it meant, I couldn't help but wonder just what could kill a god?

Maybe another god? I turned to Quill, the question arises….should I tell him? The truth? Would I even be allowed? The One Above All said I couldn't….that who ever did this to me wouldn't allow it but...damn….maybe later.

"Knowhere," Gamora explained, "located in the head of a dead Celestial, harvested for it's precious and valuable resources….dangerous, deadly."

"Bringing her down for landing," Quill replied, taking us through the eye of the dead creature, inside of which was a city that reminded me very much of a mining town. Heavy machinery were dotting the skyline while carts and ships traveled to and from the place.

We landed and got out, Gamora taking the lead, bringing us to a bar, "we will have to wait here for my buyer to contact us."

"This is nonsense, what is one to do while we waste our time here waiting!" Drax cried.

"Drax, buddy, have you ever heard of this thing called gambling?" Quill asked as he threw his arm around the man's shoulder, pulling him inside.

"Alright you two, end of the line," Rocket turned to Johnny and me, "inside there is a galactic banking service center. Transfer the units, or else Groot here gets handsy."

"I am Groot!" the tree cried out.

"What!? What do you mean you don't want too?!"

"I am Groot!"

"So what if one of them can shot fire balls! You can just regrow!"

"I am Groot!"

"No! We are doing this, you hear me?!"

"Relax Rocket," I held up my hands, "we said we'll pay you and we will. So calm down and show me where this kiosk is, you'll have your money."

A few minutes later, and thanks to my amazing memory for remembering my account number, Rocket walked out richer and we came out free men. Which we already were, technically.

"So, what now?" Johnny asked.

"Ask around there if you want a ride back to Xandar to meet your buddies," Rocket grunted, pointing to a large shuttle terminal at the end of the path, "as for me, I'm getting a drink. See you later ' _heroes_ ', next time, try not to stick your nose where it doesn't belong!"

The racoon laughed, walking into the bar, where presumably he was going to get smashed. Johnny turned to me, "so...we just going to go?"

"And miss finding out more about this mysterious object? Fat chance," I snorted.

"There's that inquisitive Peter Parker I knew and loved," Johnny smirked, "so I suppose we just wait until the move again huh?"

"Yup," I replied, looking over, I found a bench across the road from the bar. We walked over and sat down. It was a few minutes later when Johnny spotted them walking out the bar, lead by a red skinned young woman. Of course it was the chick he noticed first.

We followed behind them into the entrance of a humongous structure that took was built against the back of the Celestial's skull, taking up a large portion of the surface area. This was definitely the place.

"How are we going to sneak in?" Johnny asked.

"Activate your suit," I replied, pointing to the band I had given him when we left the Liberty.

He tapped the material and slowly a white UMF suit explode dover hsi body, covering everything below his neck with the now familiar plain white suit.

"Let me just make a few adjustments," I said, having my own suit hack into his, playing around with the settings, before finally, Johnny blinked out of existence, leaving only a floating head.

"Holy! This is awesome! But ah, the head?" Johnny asked.

"Visualise a mask and it'll happen," I replied, activating my own stealth system, turning the both of us invisible, "now the system I put into your suit isn't a full fledged stealth system, it has a limited range and time. Half an hour at best. And since we both are invisible, let me guide you since I am the only one with thermal vision."

"Right...hey Pete?"

"Yeah?"

"You know I'm sorry right? About getting us thrown in jail?"

"I know Johnny."

"Okay...because...damn it man, I'm no good at this," Johnny sighed.

"Relax," I patted his back, "neither am I. Now come on, something tells me we need to see this."

We snuck in through the main entrance. For a guy who loved his collection so damn much, he sure had shitty security. With Sexy now back online I was able to slice my way through the system, making getting inside almost child's play.

I could hear Johnny's heart beat race, he was...amazed by everything around him. And so was I. Amazed and sickness.

"Pete? Is that a dog? Like an Earth dog?" Johnny asked, motion to what looked like a dog in an astronaut suit kept inside a cage.

"Yeah...it is," I was about to ask him to move on when I felt something...stir. It was a tracking shot around my mental barrier, a call. Was that thing psychic?

Sigh, no, can't get distracted, can't….a psychic dog...that would be so cool….Felicia would kill me.

So, ignoring every fiber of my being, I ignored the dogs pleading looks, did it even know I was here?, and moved ahead, taking Johnny along with me.

We came upon Quill and the others just as the Collector was finishing his presentation on the Infinity stones. I looked at the assistant, she was slowly edging towards the stone, he eyes locked on it.

"Johnny, we need to stop the girl, you push her I'll seal the stone," I called out.

"Ah, okay," Johnny replied as immediately his stealth mode deactivated, "wait!" I felt like hitting myself in the head, the idiot just gave up the element of surprise. Lucky though he was faster than I had thought, he managed to tackle the girl away from the table.

I jumped over their heads and closed the two open halves of the orb back into one, sealing the stone once more.

"Who the hell is this guy!?" Rocket asked, drawing his weapon.

"Woah! Rocket! Put the gun down!" Johnny cried out, holding his hands up, his mask moving away from his face.

"Johnny?" Quill asked, "I thought you left?"

"Well, we decided to stay," Johnny shrugged.

Once More I felt the need to hit myself. "We?" the collector asked.

I deactivated my suit's cloaking mode and turned to face the man down, "an Infinity stone. Tell me Collector, who exactly is the price tag for Infinite?"

"Four billion units I should think," the man replied.

"Well, I'm sorry, but this deal can't happen," I turned to Gamora, "you know it can't. A man like this can't have one of the six ingots of creation."

The woman looked startled, it seemed she really didn't know who was inside the orb. She blinked, "y-you're right. I'm sorry Tivan, but the deal's off."

"What?!" Rocket and Quill cried out.

"The Stone is too powerful and dangerous to be left here!" Gamora said, "we need to bring it to someone who can protect it!"

"Gamora! Four billion units!" Quill cried out.

"I'm sorry my dear, but the moment you stepped into this menagerie of mine with something I desired, you forfeited the right to own such a thing," the Collector snapped his fingers and immediately to hulking guards came up, "I insist you all leave, immediately."

"Looks like we're in for an old fashioned fight," Johnny grinned in satisfaction, "Flame on!"

"Ep!" the serving girl Johnny talked cried out.

"Don't worry ma'am," Johnny turned around and smiled, "I'll protect you." I noted her cheeks getting a few shades darker. Well what do you know, Johnny does have game.

"Alright, let's get this over with," I sighed, the two hulking guards were armed with a baton that sparkled with electricity. They didn't look human, rather similar to a bipedal rhino minus the horn. They came charging at us, every step they took a roar. I got ready to blast them with my repulsors, when suddenly.

BOOM!

The entire building shook. The explosion was so powerful my spider sense began working overtime.

Time seemed to slow down for me. I saw everyone moving through the air. Groot had grabbed Rocket and threw himself over the smaller rodent, protecting him. Johnny was standing before the slave girl he saved, Quill was flying through the air, Gamora right behind him.

I moved, my hands reacted instinctively reached out into the shape I made for the last two years every time I was in trouble.

Webs shot out and wrapped around Peter and Gamora. I pulled them away from the flames and debris. They collided into me and we flew into a wall. I shot a web bomb at Groot's back, giving him extra insolation. I then fired one at myself, protecting Gamora and Quill.

And suddenly, like a rubber band, time snapped back into place.

The roar of the explosion around us was almost too much for my hyper senses. It was only my suit's AI cutting out the feed and isolating me from it that allowed me to keep my ears intact.

I was panting, holding onto Peter and Gamora, "are you two alright?"

"What the hell?" Peter gasped, looking around, "are we in your webs?!"

"Yeah, I-yeah," I couldn't believe it. That was the first time my spider sense activating ever slowed down my perception of time. The only explanation was that it was getting stronger...Thor's blood must be working it's wan through my system, finally.

"We must see what happened," Gamora said as she took out her blade and expande dit, cutting through my web cocoon, revealing the now destroyed interior of the Collector's office.

"What the hell?" Quill whispered. Out cacoon had us safe on the ground. Groot, a few feet away, slowly slowly got up, revealing an unharmed Rocket below him.

"Peter!" Johnny cried out.

I turned and followed the sound to him, finding him in a pile of rubble, holding the slave girl in his arms, holding down one of her arms that was bleeding profusely, "she's not stopping Pete," Johnny said frantically, "I could block out the fire and melt most of the debris, but one got through."

"It's alright Johnny, let me see," I replied. He removed his hand and I immediately webbed up her wound, clotting the blood.

"What the hell caused that explosion?!" Peter asked, blasters now drawn.

"It sounded like it came from outside," Gamora replied, "Peter, you and Johnny stay here, we'll find out what happened."

"Be careful," I replied as I turned my full attention to the wounded girl, scanning her to make sure she didn't suffer from other injuries.

Quill and GAmora agreed, and before sh left, the latter ordered, "Peter, the stone?"

I looked at her. She looked at me, for a moment I wondered what she would do if I refused. But in the end I realized this wasn't the time to find out. I handed the orb to her, "be careful."

"I will, save the girl hero," the woman ordered, putting the orb away and walking out.

"Someone's going to pay!" Rocket cried out as he follows the green skinned assassin.

"I am Groot!" the walking tree replied in kind. I think he said 'F $! Yeah'. But that's just a guess.

"Johnny, keep her talking," I told him, turning back to my scans.

"Right, hey, hey pretty girl what's your name?" Johnny asked, shooting off the fake smile I see him use a thousand times before, only this time it seemed more desperate to please and distract than to disarm.

"I-I am called Carina," she stammered. Blocking in her breathing tubes, just the fumes, but have to make sure.

"Really? Wow, that's a pretty name," Johnny smiled, "mines Johnny, not as pretty, but I like it."

"He-he," she giggled, flinching in pain.

"Broken rib," I called out, "not too bad. Keep talking."

"So Carina, do you have like a dream? Something you want to do?" Johnny asked, his smile now more natural.

"Dream?" she asked, "I….I am a slave, slaves have only one dream...to be free."

"Then how about I do that? Huh? I set you free," Johnny smiled "would you like that?"

"He won't let you," Carina whispered, "he won't ever let anything go..."

"Well this time he won't have a choice, won't he Peter?" Johnny asked.

"Of course not. You're coming with us Carina," I stated, "if you want to be free, then you'll be free."

"The others?" she asked, looking around. It was only then when I realised the other trapped 'collections'. Some were free, their glass casing broken to allow them to run, but while a few did, the rats were too tired or too broken in spirit to even try to escape.

I stood up and looked around, only now realising just how horrific a monster the Collector was. As outlaws, the Guardians wouldn't have cared...but I ain't no outlaw.

"Johnny, she's fine, mind her ribs and she'll live to make a full recovery in a few days," I walked away.

"Where are you going?" Johnny asked.

"To free the rest of them...all of them," I replied.

"I-I will help you," Carina replied as she struggled to get on her feet.

"Carina, be careful," Johnny insisted, helping her stand, one hand on his shoulder while he supported her.

"Thank you Johnny, but I must do this," she replied, looking at me, "I know the master's security codes, I can help you free them. Some however cannot be automatically unlocked, so you must do it yourself."

I nodded, "where's the main control panel?"

"There," Carina pointed over the field of smoke and fire.

"Can you get her up there Johnny?" I asked.

He nodded, "piece of cake."

"Good, once your up there, use Johnny's communicator to get in touch with me and guide me, got it?" I asked.

Carina nodded, "I will hurry, let's go Johnny," she replied, a spark in her eyes I saw in the eyes of a few rare women of my time, two of whom I'm currently dating. Johnny better stick with this one, she's a keeper.

As I waited for her commands I moved about putting out fires with my webbing and freeing whatever 'collection' items I could reach. I looked around by the Collector had been through a wall, now pinned under a heavy beam.

It wasn't deadly, I checked, so I decided to leave him there to save me the trouble.

"Ah, Peter?" Carina's voice came through the communicator, "am I saying that correct?"

"Yup, so, ready to free them all?"

"Yes, in three, two, one," there were several clicks as suddenly every single cage in the hall was opened, the creatures inside set free.

There were the savage cries of animals or the murmurings of aliens, either way, they all seemed grateful to be free. Without a second thought they booked it to the exit, can't say I blame them.

"Alright, now what?" I asked.

"There are many cells still locked, though it is probably for the best as they contain the most dangerous of the Master's collection," Carian informed me, "there is one of note, it's unmarked so I cannot tell if it's good or bad, you should see. It's by the North-west corner at the very end, a coffin of sorts."

"Alright, checking it out now," the description caught my attention, so I moved quickly, web swing my way over, flying seemed not worth the effort.

I made my way over to the corner she told and after looking for a few moments, I managed to find just what I was looking for. Tucked away behind a large broken container was a coffin big enough to fit a human being.

It was gold trimming with a red and top and blue bottom. And emblazoned on the middle was...an eight pointed golden star. I ran my hand over the coffin, I recognized this symbol….but from where?

I felt the sides and my fingers hit a switch that displayed the coffin's status on it. There was something inside, someone. Alive. According to the records they had been asleep for at least twenty years now, and from the readings they were female and….part Terran?

"The fuck?" I whispered, slicing into the system and gaining access, turning off the hibernation mode, beginning the process to wake up the person inside.

She was from Earth, how? How did she end up here? Another kidnap victim like Quill? Maybe, but whatever it is, I needed to make sure she got out of her, what happens next could be decided later.

There was a loud hiss as the lid of the coffin began to rise. I stepped back as the figure inside was revealed. She was...older than I expected, blonde hair that came down her shoulders and a face that seemed be the kind I found on Cap or Fury, a serious one that rarely experienced the pleasures of a smile.

She wore a tattered uniform, blue with a red field over the golden star in the middle of her chest. Red boots and gloves with a red belt. The suit looked damaged from cuts and...bullet wounds. But the skin underneath was unscarred in any way. Perfect.

"Captain Marvel," I whispered.

"Eh?" she groaned.

My eyes went wide as I began to panic, "slowly, move slowly, it's going to get some getting used to."

"What?" she grumbled, pulling herself up, holding her head in pain. She opened her eyes and looked at me, blue orbs like the sky's over a clear sunny day, "what the," she looked me up and down, "I'm sorry, but am I still dreaming?"

"Do your dreams involve grown men dressed in a black skin tight suit?" I asked.

"...Is that a trick question?"

"Peter," I replied, removing my mask to show her my face, "human. Like you."

"Oh, right, you're young," she moved her legs, holding her side in pain, "how long was I out?"

"I...I don't know," I replied, looking at the coffin, "according to the records, twenty years."

"What?!" she snapped, "twenty-but I….where are we? Are we on Earth? At SHIELD?"

My eyes narrowed, "how do you know about SHIELD?" She was about to respond when suddenly Quill suddenly ran back inside, with a small army of black armour troopers behind him.

"Peter! A little help here hero!" Quill cried out.

"Hold that thought," I told the woman who I assume is Carol Danvers, jumping away and landing feet first into the backs of the furthest soldiers, dropping them to the ground where I webbed them down.

"Head's up!" I called out, the others turned around, just in time for them get repulsor blast blasting them away into the air. They dropped down and didn't get up, I snorted, "I have literally fought monkey's stronger than these guys...but then again then were interdimensional monkeys so..."

"We need to get going, now," Quill called out, "Ronan is out there and he's brought an army with him. We need to find Drax and get the hell out of here!"

"What about Gamora? Rocket? Groot?" I asked.

"Gamora is having a sibling reunion, Rocket's flying in a ship firing at everything and Groot is holding the rest of them off! We need to go now before Ronan himself gets here!"

"Did you say Ronan?" a new voice asked.

We turned and found Carol walking towards us, limping, holding her side in pain as she did. But on her face was a look of unbridled rage, the kind I recognized on myself every time I faced Doom.

"Ronan the Kree? Ronan of the Star-Force?! He's alive?!" Carol roared, her hair glowing as slowly her eyes began to grow brighter and brighter.

"Ah, Ms. Danvers, maybe you should-"

"YA!" she roared, suddenly bursting into the air like a torpedo before I could even finish another word. She blasted through the walls, destroying everything in her path. Quill and I ran behind her, jumping through the holes she made, coming out to the streets just in time to see her barreling towards Ronan who had Drax on his knees, choking him with one hand while he prepared to swing his hammer down with the other.

"Ronan!" Carol roared as he entire body glowed bright gold.

The Kree warrior turned, his eyes turned wide in shock. I heard him whisper, "no, it can't-"

BOOM!

The explosion sent a shockwave across the road. Groot took this opportunity to fling away all the enemies he was engaging. Everyone slowly gathered and watched, finding a crater where Roan once stood, and standing over his fallen body was Carol Danvers, panting, the aura of energy around her fading in and out.

Ronan lay dead by feet, his entire right arm, including the weapon he wielded, was gone. His blood spilled to the ground, but even he seemed to not notice, as before him, his nightmares had once again been reborn.

"V-Vers," he whispered, "no….no… you died..."

"I won't ever die," she replied, "not as long as I have something to avenge."

"Holy shit," I whispered, it seemed I found a soul mate in action because she just fucked canon right out the window.

* * *

 **I know this one is shorter than the ushal chapters, especially with how it's also a delayed chapter, but I swear the next one will be on par. This is the first chapter of the arc I planned.**

 **Most of you had guessed correctly. New character is CM. I'll do my best to keep her origin vauge, so as to go along with canon with the CM movie does release.**

 **Anyway, as you can see, I do keep my promises. I promised a chapter and I delivered. There you go.**


	77. Coming Together Is Marvel-us

"So what exactly do we do with her?" Rocket asked, looking over his shoulder at the now asleep Carol Danvers.

"We could take her home," Quill suggested, "better than my ship," he looked nervous, and I don't blame him. After seeing what she did to Ronan, she could tear apart this ship like it was tissue paper without too much effort.

Ronan's army scattered after their leader fell. Seeing no other option, we ran, finding an unconscious Drax, we booked it to Peter's ship.

"Her home is Earth Quill," I told him, "and if I'm being honest, I don't think she should be there right now."

"Why?" Gamora asked.

"Things are a bit… tense on the super powered side of things," I shrugged, "but needless to say, there has to be a place where she can go...if need be."

"Then you take her in! It's your fault she's with us!" Rocket cried out, "you're the one who brought her with us!"

"She fainted right after taking down Ronan Rocket, what would you have me do? Leave her there on the street?" I asked.

"Yeah! Maybe I do!" the racoon replied, "I ought to rip your throat out!"

"I would like to see you try," I hissed.

"Alright, enough!" Quill hissed, "we need to first figure out what to do with her, then you two can go kill yourselves for all I care!"

"Quill's right," Johnny spoke up, "we need to figure out what to do with her."

"You ain't one to speak lover boy!" Rocket growled, "why did you bring that Krylorian slave girl on board!" pointing to the medbay are both Carina and Drax were currently resting, watched over by Groot.

"Hey! What was he supposed to do? Leave her there?!" Quill asked, coming to Johnny's defence, "besides, it's my ship, so I get the final say, so watch it."

"Fine! Whatever! You want a fan girl following you around like a lost puppy, far be it for me to give a crap!" Rocket grumbled, "but we still need to do something about the other one!"

"Maybe you should ask her instead of pretending she isn't there," Carol suddenly spoke up. We all turned and found her getting up, holding her side in pain. Her hair fell across her face, a look of fierce determination across her face as she glared at us.

"How are you feeling?" I asked, walking up to her.

"Fine," she nodded, eyeing the others. I turned, everyone was frozen solid, Johnny looked suspicious but the others, well, they looked scared.

"What did you do to get such looks?" I asked.

She looked up at me, "you don't know?"

"I'm from Earth," I replied, "Peter, Peter Parker."

"Carol, Danvers," she replied, looking over, "and I assume the others are human too?"

"Yeah," Johnny waved, "Johnny Storm."

"Peter Quill," Quill waved, his arms folded. I heard his heartbeat increase, he was afraid, they all were. Gamora looked ready to draw her blades and Rocket already had a gun in hand.

"What's going on?" I asked, addressing the elephant in the room, "everyone one of you are looking at her like she's about to attack us."

"That's because her reputation precedes her," Rocket hissed, aiming his guy at the woman's head.

"Holy-is that a talking racoon?!" Carol cried out in shock, looking at me, "tell me you can see that."

"Eh, it's a long story," Johnny shrugged, "but seriously, what did you do? I've seen Rocket stare down the worst criminals the galaxy has to offer and not flinch. But you, he's terrified!"

"I ain't terrified!" Rocket cried back.

"You kind of are," Quill replied, "just a little."

"Shut up Quill!"

"I wish I knew, but I really don't," Carol spoke up, "why do you all look at me like that? Have I...have I done something?"

"Do you not remember?" Gamora asked, "did the stasis pod affect your memories?"

"Well, I...it's just…." she looked unsure, "I don't think so. Last thing I remember is the Kree...and the Skrulls...they were attacking Earth, Fury and I...Earth! What happened?! Is it safe?!"

"It's safe," I assured her quickly, "it has amazing people protecting it."

"Fury? SHIELD?"

"...Yes, I suppose," I sighed, rubbing my neck.

"Thank god," Carol sighed again, turning back to the would-be guardians, "but I still don't understand, why are you scared?"

"There are legends about you," Gamora explained, "legends off what you did. You single handedly stopped the Kree and the Skrulls from taking over a system...you destroyed tens and hundreds of ships...alone."

"Well...I did have help," Carol chukled, wincing, holding her side in pain.

"You okay?" I asked, walking over.

"Yeah, just bruising I think," she replied.

I reached out and touched the exposed cut on her clothes, feeling her ribs under my fingertips move, "bruised, not broken. Rest and you can heal up quickly. I'm thinking regeneration is a part of your...abilities?"

"Yeah, kidn off," she nodded, looking down at my suit she blinked, "what's with the suit?"

"Could ask you the same thing," I raised an eyebrow.

"It's a uniform," she hissed. I raised an eyebrow, "sorry, touchy subject. You?"

"Superhero," I smiled.

"Ha, funny," she chuckled, looking at my serious demeanor she blinked, "wait...are joking right?"

"Nope! Peter and I are legit superheroes! He's Spider-man! And I'm the amazing Human torch!" Johnny flashed a grin.

"Excuse me Mr. Torch, but I believe 'Amazing' is my adjective, get your own," I huffed.

"Oh yeah, the Bugle did call you 'the Amazing Spider-man' huh?" Johnny tapped his chin, "then how about...the Magnificent Human Torch!"

"Better," I shrugged.

"Alright, if you two are done talking code names, can we focus?!" Rocket growled, "we need to get that walking talking weapon off our ship, pronto! Before we end up on every watch list on the universe!"

I nodded, "he could have phrased it better, but Rocket's right," I turned to Carol, "is there somewhere you can go? Someone who can take you in?"

"I...no...Earth maybe?" she suggested.

"No," Johnny and I said as one. I explained, "right now things are pretty tense when it comes to...people like us."

"People like us?" she asked.

"Superhuman," Johnny explained, "right now, thanks to a certain someone," he glared at me, "people are divided, either they hate superheroes or love us. So you won't really be safe there."

"I see….but...you said you knew Fury right? Could he not help hide me?" Carol asked.

"He could, but honestly he would sooner use you as a weapon than hide you," I snarled, "he doesn't see people, he sees weapons or tools to be used."

Carol narrowed her eyes as she got to her feet, "don't you ever talk like that about one of my friends again," her hands began to glow, I felt the energy radiate out of her body in waves.

"Woah!" Quill cried out, "you two need to calm down! Don't break my ship!"

"I will talk damn well about whoever I want," I ignored Quill and locked eyes with her, towering over her by a few good inches, "you don't know him anymore Danvers. You know nothing about the person Nick Fury has become. Twenty years is a long time."

"People don't change that much," she replied back.

"No, they just become more of what they already were," I snapped, "and the quicker you learn this lesson the better. Earth is off limits. At best, Fury will find you and use you as a weapon. At worst, you'll bring the whole Kree and Skrull empire to our doorsteps and I cannot allow that to happen. Do you understand?"

She narrowed her eyes, "fine...Xandar, the Kree won't dare search for me there. Not to mention the Xandarians would be happy to have me there, anything to throw mud on the Kree's face."

"Alright, fine, we have a travel location, now can you please stop...glowing?" Quill asked. Carol looked over and slowly released the energy in her hands, Quill sighed in relief, "thank you."

"Xandar….that might be the perfect place to go next," Gamora spoke up, holding onto the Orb which we still possessed, "the stone needs to be protected. Xandar can do so."

"Are you people crazy?!" Rocket cried out, "we literally escaped from a Nova Corps prison and you want to go back?!"

"No, that's perfect!" Quill cried out, "only an idiot would go back there, they won't expect us!"

"And what about their deep space detection units?" Rocket huffed, crossing his hands, "they'll spot us a light year away."

"I can help with that," I spoke up, "I had my AI analyse the systems they used on entry. I should be able to make up a blind spot."

"How sure are you?" Quill raised an eyebrow.

"Eh...80%?"

"Are you asking me or telling?"

"Telling," I shrugged, "we'll be fine."

"Oh, great, so there's only a 20% chance of us getting thrown into prison again!" Rocket cried, kicking a box of scraps before he walked away, "the moment we reach Xandar, we're done! You hear me?! I have a short lifespan as it is and I don't want to shorten it anymore!"

"He's right," Gamora nodded, "we need to go our separate ways, with the stone in their hands, we need to scatter."

"Well, let's not be too hasty," Quill quicklys poke up, flashing Gamora a smile, "you don't have a ship right? We could always go together?" Gamora drew he blade, "I-I mean, until you get enough credits to buy your own ship!"

Gamora narrowed her eyes and slowly lowered her blade, "fine...there is a bounty office on Xandar, we can get paying work there."

"Ah, and if we find ourselves on one of those lists?"

"We'll manage."

"Do you guys have some clothes I can change into?" Carol asked looking down at her torn up suit, "I ah, could use a change."

"Well, I have something you can borrow I guess," Quill spoke up, "you like red?"

"Sure," she nodded, shooting me a glare as Peter took her away. I glared back, she disliked me, but I understood why. But she didn't know Fury...and is she did, know the real him, and approve, then I need keep an eye on her.

Johnny went to the med bay to see his new crush, leaving me alone. The Guardians were split, I didn't realise it then, but when Carol destroyed Ronan, she took away a plot point that would bring them together.

So, now, the truth was this, there was no Guardians of the Galaxy, and there never would be.

I don't know how to feel about that if i was being honest. I didn't particularly care for them, they have their own self contained adventures in space, no interfering with Earth. Peter would never show his powers so Ego won't know his son's true powers, which I suppose is...fine. Always handy to have a Celestial on hand that could stand up to Thanos if the need ever arose.

Gamora would always fight Thanos, no matter what. Maybe I need to deal with her memories of the Soul stone...but not now. Not with so many eyes on me.

Drax...will be pissed. Ronan was taken from him, he wouldn't understand. He would go after Thanos, alone. He doesn't bond with the others enough to stay with them. Same with Rocket and Groot.

This...this was a mess.

I sighed, walking up to the navigations controls, I typed away, accessing Quill's codes to make the changes needed to pass by Xander's systems without notice, occasionally getting help from Sexy now and again.

I was focused on the programing, my suit translating the tech for me whenever I didn't remember something, slowly though I managed to make a worm that should technically help us pass through without notice, took a while, but it was done.

"What did Fury do to make you hate him so much?" came a voice behind me.

I sighed, "how long have you been standing there watching me work?"

"Ten minutes," Carol shrugged, walking in front of me, leaning against the wall with her arms crossed. She wore Quill's clothes, a baggy set of black pants along with a blue collared shirt and a red jacket with the logo of Ravagers on it's right pocket.

"Losing my touch," I sighed, rubbing my neck, "well, if you have to know...he used my girlfriend."

"Excuse me?" Carol raised an eyebrow.

"She's a thief, and her father is the best thief in the world. He used her to infiltrate and take down a secret organization."

"And...that's wrong because?"

"She did it because I was being targeted by said organization, so in order to keep me in the dark he had her lie to me and pretend she had left me for other reason."

"Well...I mean, that sucks but-"

"-I was dying."

"Shit…..damn it, look kid I'm sorry, but I'm sure Fury had his reasons," Carol tried to defend.

I nodded, "I know...but by that logic, the Nazi's also had their reasons." She didn't like that logic, glaring down, I sighed, "look Carol, I don't….I don't blame Fury for doing what he did...no, that's a lie, I do blame him. But I understand why. Problem is...I didn't think he would ever do that to me. He betrayed my trust….look, none of that matters right now, just drop it okay?"

"Fine..." she looked down at the navigations controls, "you seem to know your way around a computer."

I nodded, "yup. Something of a techie."

"Cool, never really got that myself, more of a physical girl myself," Carol shrugged.

"I see...what were you?" I asked, "back on Earth I mean."

Carol grinned, "ace fighter pilot."

"Oh...and how did..." I looked her over.

"The powers? Well, one day during a flight, I kind off...well...crashed into them. They took me, remade me and next thing I knew, I was flying through the stars, blasting beams out of my hands."

"By them, you mean the Kree right?" I asked.

She nodded, "yup," her smile fell, "they were….my team...until they betrayed me."

"Can I ask how-"

"Where is she?!" came a loud roar from deep within the ship. I jumped out of my seat and turned, just in time to see Drax come charging in, locking eyes with Carol, "you!"

"Me?" Carol blinked, moving away form the wall as Drax charged, "wait-OF!" he charged into her, bagging her against the wall.

"Drax?!" I cried.

"You took my vengeance woman!" Drax threw a punch, connecting to her jaw. Carol growled, trying to kick his legs out and failing, only to have Drax toss her to the ground.

"I really don't want to hurt you!" Carol growled as she pushed her elbow against Drax's neck, keeping him back.

"I would like to see you try!"

"Guys stop!"

"ARGH!"

BANG!

A beam of yellow energy hit Drax, sending him to the ceiling and then back down, unconscious again. Carol panted as she got back up, her hands glowing. "Woah!" Quill ran in, looking at Drax and then the roof, "you dented my fucking roof!"

"Guys! Drax's awake!" Johnny came running in, immediately spotting the unconscious green man, "oh...I guess you already knew that."

"This is going to be one long ride," I sighed, rubbing my temples. What the fuck was going to happen now?

 **Xandar:**

There was a knock of the door that drew the attention of all the people in the newly purchased and furnished apartment.

Logan stepped forward, his claws already out, he turned it the others to hide and they moved. Sue turned invisible and followed Logan. Felicia and Wanda used the couch as a barricade while Tandy, Rouge, Scott and Beta-Ray Bill waited by spaceship currently placed in the middle of the living room.

Logan slowly opened the door, ready to attack, only to stop and snarl, "oh, it's you."

"Yes, quite," the Brooker said, stepping in, turning and looking around, "when you informed me that you currently had a place of residence, I did not think you meant...this." The apartment had a single room, a cot and an attached bathroom located several levels underground Xandar, hidden away from most polite company.

"It was the cheapest place we could afford," Sue replied as she appeared out of thin air, startling the alien.

"Oh-my word! You gave me a scare! Is that a personalized invisibility device?" the man asked, looking her over to try and find such a device, "it's very well hidden."

"It is," said a voice to on his otherwise, Jessica coming out of her hiding spot behind the opened door, "password?"

"Damacleas," the man replied with a sigh, "honestly Ms. Drew, your security measures are admirable, but like I side, Skrulls are a rarity, especially these days."

"Not taking the risk," she simply replied.

"Besides, no one knows you all are here in the first place," the man said, looking at the small apartment, noting the spaceship in the middle, "how do you all even fit in there? It must be very cramped. If you want, I could always-"

"-Thanks, but no," Felicia quickly spoke, "the less exposed we are the better. Now, why are you here?"

"I come bearing news...of the Kyln," the man said, immediately turning the relaxed atmosphere once again tense.

"Is it Peter? Did something happen?" Felicia asked as she and the others quickly gathered around.

"It is...or rather it isn't," the man sighed, taking out a handkerchief and rubbing his head, "you see, there was an attack."

"Excuse me? Who would attack a prison?" Beta-Ray asked, shocked.

"Ronan," the Brooker stuttered out, "his army was spotted leave the destroyed prison...the people inside..."

Sue gasped, "was Johnny….Peter…."

"No, that is the good news," the Brooker replied quickly, "Sir Parker and his friend was not among the dead, I checked," the people gathered sighed in relief, "they are however missing and with the rumors I'm hearing..."

"What rumors?" Felicia asked, her eyes flashing between her cat-like slits and her human emeralds.

"That Ronan is dead," the Brooker replied.

"Wait, isn't that guy some kind of terrorist?" Tandy asked, "why is that a bad thing?"

"Because of who killed him," the Brooker replied, "she is...she was dead. But suddenly reports are coming in that she was last seen blasting a hole into Ronan the Accuser's chest, being taken away by a man dressed in a back suit with a mask and a white spider on his chest."

"Oh my god, what is with that boy and women?" Rogue smiled with amusement shared by her boyfriend.

"Who is she?" Jessica asked, a little too quick for her liking.

"She is known only as Captain Mar-Vell, former member of the Kree's elite hit squad...and she is very, very dangerous."

 **Some time later:**

"Alright kid, time to see if you're any good," Quill spoke up as we slowly began entering Xander's atmosphere, "engine program now."

"Done," I said, launching the worm into the various signals that Quill's ship detected was scanning us. We were all gathered, save Drax who was still confined to the cargo bay, waiting with bated breath to see if we were in the clear.

Ten seconds felt like an hour, and then, Quill grinned, "we got the green!"

"Oh thank God," Gamora whispered, wiping away a single drop of sweat, "I didn't think that would work."

"Thanks for the vote of confidence," I snorted, leaning back on my chair with a grin.

"How did you do it kid?" Rocket asked with curiosity, the only other emotion he seemed to have for me other than anger, "Xander's systems is one of if not the strongest in the galaxy."

"It might be that, but you can't fight something you can't detect. I used an Earth style worm into its systems, it didn't even know it had to scan for such a thing," I shrugged.

"Hm, whatever," Rocket grunted, backing away, going back to wherever he usually did.

"I'm getting a signal to the ship Peter," Johnny called over, "I left them a message, but I don't know when we'll get-"

"-I'm getting a response," Quill spoke up.

"Never mind," Johnny rolled his eyes.

"Johnny?! Peter?!" came Sue's frantic cry over the radio as an image of came over the holodeck before us. She was standing inside The Liberty with everyone behind her, looking at us.

"Guys!" Johnny cried out as he and I rushed over, "boy do I miss you guys!"

"Johnny!" Sue cried out, a sigh of relief exploding through her lips, "oh dear lord I thought I lost you forever!"

"Johnny, who is that?" Carina asked, walking forward in a protective manner, glaring at Sue.

"Oh, right, Carina, this is my sister, Susan," Johnny introduced joyfully, obvious to the jealousy that suddenly vanished from the red alien girl's face.

"Wait, Johnny, who is that?" Sue asked, turning to said girl.

"No way," Tandy spoke up, "Johnny, how did you get sent to prison and them come back with a girlfriend?!"

"Look, we'll talk about this later, right now we need to land and regroup," I stepped forward, "do you guys know any place we can do that?"

"Yeah, we bought a small apartment in the under layers, you can land at a nearby port, I'll send you the coordinates now," Sue nodded, quickly typing away at the computer.

"Tiger," Felicia spoke up.

I smiled, a proper smile finally on my face, "Kitten...I'll be there soon, okay?"

"I know...get here quickly, and please don't get yourself thrown in prison again, okay?" she giggled.

"No promises," I smiled back as the signal cut off.

"We got the location," Quill spoke up, turning to me, "so the silver haired girl...she and you?"

"Yeah," I smiled.

"Don't forget about Jean," Johnny spoke up.

"What?"

"Shut up and drive Quill," I hissed.

We landed quickly at a space port that looked like it belonged on a set Star Wars. Criminals eyed Quill's ship and use as we came out, but after seeing Gamora and Drax, the latter who looked ready to kill something for sport, they stayed clear of our way.

"I suppose this is where we depart," Gamora spoke up, turning to the rest of us, "Quill, the Orb?"

"Right…" Quill spoke up, taking out said object and holding it up sadly, "I'm going to miss the little guy."

"Oh brother," Rocket rolled his eyes.

"I am Groot," Groot smiled.

"Hehe, he's funny," Carina giggled.

"You can understand him?" Johnny asked, surprised.

"Yes, can't you?" No one really answered back.

"If you need anything, don't be afraid to ask," I spoke as Gamora passed the Orb to Carol, "I have a feeling we're going to cross paths again...especially since we share the same goals."

"Which is?" Gamora asked.

"Destroying Thanos and his army," I replied.

She looked me over, "fine...but until then, stay out of our way," she turned and walked away.

"Yeah, what she said," Quill shrugged.

"Quill," I spoke up, "see you later, Star Lord," I extended my hand.

"You too, Spider-man," Quill smiled back, giving me a powerful shake with a look of respecting passing between us.

With them gone, we turned to wish Rocket and Groot off, only to find them gone as well. "Where did-"

"They left while you and Quill were staring into each others eyes," Carol snorted, putting the Orb away, "let's go before someone spots us."

I nodded, we began to move, I did however notice Drax looking around, lost, rooted to hsi spot. "Go ahead, I'll catch up," I told Johnny and the ladies, walking back to the giant humanoid.

"Go away Bug-man," Drax grunted.

"It's Spider-never mind," I sighed, "you know...I can tell you from experience that revenge isn't all it's cracked up to be."

"How would you know?"

"I….I haven't suffered the same lose you did, that's true. But I have seen others that have Drax, and it twisted them. Made them something they weren't before. Ronan is dead...isn't it time you move on?"

"There is only one path left for my vengeance, and that is to see the heart of Thanos beating in my hands," he alien growled, closing his fist so tightly drops of blood came out the end.

"Then come with me," I offered, "eventually, the Mad Titan will come for me, and when he does, you can take him."

"Why would he do that?" Drax snorted.

"Because I killed one of his generals, his 'Children'," I replied, "and I stopped him from getting what he wanted, twice. Once on my world and once on Asgard. He'll come for me, I know it. So….you in?"

Drax considered it for a moment before nodding, "fine...but when the time comes, you will not stop me Bug-man, understand?"

"Crystal," I nodded.

"Crystal? Why do you speak of gems? Do you not take this seriously?!" he roared.

"No, it's an expression!" I sighed, "you know what...just...come on."

We regrouped back, Carol sending Drax a weary look, but lucky the man had put away his dislike of the woman for now, hopefully I won't have to deal with them trying to kill each other.

Using the directions Sue gave us I managed to find the apartment complex they were staying at. And after getting lost twice, Carina finally managed to get the directions right and lead us to the right place.

I knocked on the door twice, it slid open and I was attacked by a blur of silver.

"Peter!" Felicia cried out as she jumped into my arms, her lips already going around mine. I wrapped my hands around her and sighed into the kiss, her fingers seeping into my hair, she pulled away, smiling, "so, how's life being a criminal?"

"Lovely. Understand why you like it," I smirked.

"Johnny!" Sue hugged her brother, quickly looking him over, "are you hurt? Did they treat you well? What did you eat? Have you been experiencing any indigestion?"

"Sis! I'm fine, promise!" Johnny called out, blushing, "stop it, you're embarrassing me."

"Oh?" Sue looked over to Carina, who looked eager to speak, "and who is this?"

"This is Carina, my...friend," Johnny spoke, rubbing his neck.

"Hello, it is nice to meet Johnny's family," Carina smiled, bowing a little.

"Johnny got a girlfriend," Felicia stated.

"Yup," I replied.

"Does he know that?"

"Give it a few days."

"What, no kiss for us?" an amused voice called out. I put Felicia down and smiled, Wanda and the others were all waiting for us, all looking eager enough.

We shuffled inside and after a quick catching up I introduced them all to the two people with us.

"This is Drax," I motioned to the green shirtless man who grunted in greeting, "he's agreed to come along to stop Thanos."

"Why?" Logan asked, bringing out a mug of beer, looking at the man with eyes of mistrust.

"Thanos ordered the murder of my wife and child. Though the one who did so is dead," he glared at Carol, "I will have my revenge."

"Hmm," Logan waited for a while before passing his mug over, earning a gasp from us all. Drax nodded his appreciation and drank, enjoying the taste of the ale.

"Why is everyone so surprised?" Carol asked.

"Logan never shares his ale, never," Beta-Ray replied, learning that lesson very quickly when he first joined up.

"Anyway," I said, turning away from that bonding moment the two men shared, "this is Captain Carol Danvers of the US Air Force. She got into a dog fight with the Kree and then via some freaky science, got super powers."

"Hello," Carol smiled, waving her hand, "it's nice to meet you all."

"How did you meet her?" Jessica asked quickly.

"Stasis chamber," Carol replied, "Peter, Carina and Johnny woke me up. If it wasn't for them I'd still be in there."

"I see," Jessica narrowed her eyes. Sue, Tandy, Wanda and Felicia turne dot her. She shook her head and the girls sighed in relief. Damn it all, of course I didn't sleep with her! What type of person do they think I am?!

"Anyway, now that you're back, what's the plan Pete?" Scott asked.

"Well..." I closed my eyes and sighed, "Planet Prevor-2344, that's where Jean was last spotted, that's where we'll go next," I replied.

"Jean?" Carol asked.

"It's a long story," I replied with a shrug, "basically she got kidnapped by a force of nature. We're going to save her."

"Wait, what about bringing the fight of Thanos?" Drax asked.

"Our friend is powerful, immensely so, so if we get her back that's one more person against the mad Titan," I explained, "besides. We don't have to go after him, he'll come after us himself."

"Looking for this right?" Carol said taking out the Orb.

I nodded, Sue stepping closer to examine the object, "Peter, is that-"

"-Another Infinity stone? Yes," I nodded, "the Power Stone. Too dangerous to take with us. Since...well, anyway, Carol here is going to hand it over it the Nova Corp, hopefully they can gaurd it against Thanos….for now," I had no illusion they would fail if Thanos ever decided to attack. But hopefully by then Jean will be back with us and we can defend Xandar in time. The other option of taking it with us was too dangerous.

"So will the Captain be joining us?" Jessica asked, looking said woman over.

"Well….I wouldn't mind," Carol spoke up, looking at me, "you seem to be on the right track trying to stop this Thanos character...from how you and Gamora behave speaking about him sounds...dangerous."

"And psychotic," Drax spat.

"And powerful," Beta-Ray Bill whispered.

"Then this is exactly where I need to be," Carol smirked, "besides, being among humans again will feel kind of good."

"Great, another one," Wanda sighed, rubbing her temples.

"I wish to join as well," Carina whispered, "I don't have anywhere else to go to now….but if that's not possible-"

"-We would love it," Johnny spoke up, before quickly turning to me, "ah….I mean-"

I chuckled, "-he means, we would be happy to have the help. I'm sure you know much more off the universe than most people giving your previous...employer's status."

"If my time spent there can prove useful in some manner than I'll be happy to help," she nodded.

"Are my concerns just white noise to you people?" Wanda asked, "we can't just bring them on without knowing anything about them!"

I chuckled, "oh come on Wanda, Carol stopped a mass murderer and Carina is a former slave. They're good guys."

"And the walking christmas tree?" she pointed at Drax.

"Ah….well-"

Knock knock knock!

Frantic knocking on the door made us all silent. I mentally contacted Sue and had her turn Johnny, Drax, Carol and I invisible.

Drax was alarmed, "what the-how am I suddenly-"

"Shut it bub!" Logan growled, "we can't risk someone seeing you yet."

Felicia walked up to the door and opened it, sighing, "oh, it's you Brooker."

"Have you heard the news yet?!" the man cried out frantically as he charged inside with what looked like a suitcase in toe, "either way it doesn't matter! We need to leave, now!"

"Wait, what? What happened?" Jessica called to the panicking alien, "calm down and tell us."

"The Kree just broke the peace treaty!" the Brooker cried out, "they are coming here! And if my contacts are right, they bring with them a Child of Thanos!"

"What?!" Drax roared as he charged forward, grabbing the Broker by the throat and lifting him with ease, "talk puny man!"

"Drax, stop!" I cried out as She dropped her invisibility barriers at once.

"Sir Parker?!" the Brooker asked in shock before his eyes landed on Carol, "you! You did this!"

"Drax, put him down, now," I spoke up, putting my hand on his shoulder and squeezing hard enough to man even his superhuman strength falter for a second. He snorted as he did so, "thanks, now, Brooker, explain."

"They're after her!" he cried out, rubbing his neck, "she gave them the excuse they needed to attack us! Turn on the holonet, you'll see it yourselves!"

I turned to Felicia, "is there-"

"Already on it," she walked up to a nearby wall with a small hook like instrument on it, waved her hand over and activate a screen that showed what could only be described as Xander's planetary warning system playing a recorded news casting.

" _..Their claims be that Xandar has knowing and with purpose released a dangerous criminal from the Kree's past war with the Skrulls. This is supposedly a direct violation of one of many clauses included in the peace treaty signed recently with the Kree and as such, the treaty is now considered void. A small fleet of Kree ships have been spotted crossing into our borders, Nova Prime insists that Xandar has not committed any crimes, but urges all citizens to find shelter as soon as possible as war will inevitably arrive at outdoor steps._ "

"No," Carol whispered, "that's not fair, they can't do this!"

"The war started again," I whispered, turning to Carol, what exactly did she do? Either way, it was a story for another time. I turned to the Brooker, "Xander's fleet, can they stop the Kree?"

"Of course they can! But that isn't the point!" Brooker cried, "what they didn't tell anyone is that one of Thanos' generals comes with the Kree! They are smaller in number, I suspect here to slip past the engaged Nova Corp and destroy Xandar! So we need to be leaving, now!"

"Where is Kortta?" Logan growled.

The Brooker snorted, "at some bar I would wager."

"Why isn't she here with you?" Logan growled.

"Why would she?! There is not time for this debate! We need to leave, before the whole world is carved into nothing!"

"You left her behind?! To save your own skin?!" Logan charged, slamming the Brooker into the wall again, his claws out and pressed under his chin, "you're scum."

"F-fool, are you in love with such a thing?" the Brooker spat, "she's a slave, nothing more."

"Slaves are living beings too!" Carina cried, growling in rage.

"You don't need to be in love to be a decent person bub," Logan growled, tossing the man down and walking to the door.

"Where are you going Logan?" I asked.

"To find Kortta," Logan replied, turning back, "you going to stop me?"

"No, of course not. But we need to plan first," I turned and looked around, "look...this might not be our fight but we can't-"

"-I'm going to stop you right there Parker," Scott spoke up, "an we get the speech later? We all know the 'Great Power comes Great Responsibility' speech, so shut it. We aren't going to watch as a planet gets blown up. Tell us what to do and let's stop wasting time."

I grinned, I knew there was some reason I liked that guy. I looked around, everyone eager to fight, "alright, then we need to move, we don't have much time. Brooker, Thanos's strike team, how big?"

"I don't know!" he screamed, "you people are insane! You can't seriously be thinking of going out there, do you?!"

"We are, the numbers, now!" I cried.

"I'll tell you, but only if you promise to get me outta here safely!" the Brooke replied.

"Fine, you can stay inside my ship, while inside nothing can harm you."

"No! You will get me away now!"

I rolled my eyes, "alright, hard way it is," I peered into his mind, the alien thoughts foreign to me, but easy to navigate as the number was just below his surface thoughts, "500,000 thousand, thanks."

The Brooker's eyes winded, but I ignored him, turning to Carol, "you get to Nova Prime, tell her we're here to help. Since You're something of a fleet killer I'm sure they'll only be too happy to accept."

"Alright," Carol nodded.

"Logan, Bill, you two find Kortta and bring her back here," before I even finished both were out the door, "Drax, Johnny, Carina, find Gamora and Quill, they won't need much convincing to come back. Bring them here so that we can plan together."

"Why them?" Drax grunted.

"Gamora is a daughter of Thanos, she knows how they fight," I replied with a shrug, "Johnny I need to talk to Quill as soon as possible, got it?"

"On it boss," Johnny gave a mock salute as they moved.

"We will need weapons," Jessica spoke up.

I tuned to her, "and how do you know where to get said weapons?"

"Oh Tiger, you know we aren't the wait and worry type of girls," Felicia smirked.

"We got a few contacts in the black market," Jessica explained, "we ordered some pretty strong gear. They should be here by now."

"Alright...be careful," I replied, "you have money?"

"Of course, we payed them using your bank account," Felicia leaned over and kissed me on the cheek.

"We need to focus on protecting the people as well," Tandy suddenly spoke up, "if this is going to be like New York, thousands will get hurt."

"Maybe one of the texts you brought from Kamar-Taj could help," Wanda said.

"Maybe..."

"Tandy," I spoke, gaining her attention, "you can do this. I know it."

Wanda nodded, "I agree. We got this, right?"

"Right," she said, a smile of confidence on her face.

Kitten purred, "well, what are we waiting for?"

"Let's go," I told them, "we'll meet up as soon as possible..provided everything goes right."

 **Nova Central command:**

"This is fucking crazy," Carol whispered as she flew above the command center of the Nova corps. On her way here her mind was spinning. Parker was...interesting, and his crew even more so.

They acted more alien than any human she met before. They acted...like her. Heroes maybe? Yes….but Carol didn't think she of all people deserve that title anymore. After how she was tricked by the Kree she...no, not now. She pushed her thoughts away, she needed focus.

This planet, it was in danger, and it was because of her.

She flew down to the open air balcony on the northern side of the building and walked in. The central command was before her, Nova officers gathered around the room, running around following orders issued by the woman standing in the middle; Nova Prime.

"Excuse me," Carol called out, only now gaining the attention of everyone in the room, "er...hi?"

"Don't move!" several officers cried out as they drew their guns and surrounded her. Carol threw her hands up, staying as still as possible.

"I didn't come here to fight, just talk," Carol spoke slowly.

"Vers," Nova Prime spoke up, walking forwards, her eyes looking at Carol in disbelief, "you really are alive."

"Yeah, well," Carol shrugged.

"Stand down," Nova Prime spoke up.

"Ma'am?" a soldier asked.

"She has enough power to blow this building into a crater, if sh wanted us dead we would be, stand down," the leader of the command unit ordered again. Slowly they lowered the woman and she turned to Carol, "why are you here?"

"Thanos has sent a smaller unit after Xandar while your main fleet is engaging the Kree, is this true?"

"Sadly," Nova Prime nodded, explaining, "the Kree practically pounced into tearing apart the treaty once rumors of you arose."

"I'm sorry, I...I didn't mean-"

"They would have always done so, your preakness just gave them the excuse they needed," Prime replied, "I alway suspected they had a direct connection to Ronan, the amount of resources he has at his disposal couldn't have been gained without help. The Kree supplied him, at least that's the working theory."

"You have proof?"

"They are too good for proof, as well you know," she replied, CArol's eyes darkening, "are you here to help?"

"Yes, I am….if that's okay that is."

 **A bar a few complexes away:**

Boom!

"Haha! Take that Xorbian scum!" Rocket laughed as said alien flew into a wall, knocked unconscious by the blast from Rocket's canon.

"Hey man! Keep that down! I just built that wall!" the barkeep protested.

"Shut up and buy me another drink!" Rocket cried, jumping onto the bar stool, his blaster by his side, eyeing anyone else who dared to try and talk down to him. No one did.

"I am Groot," the walking tree replied, sipping his jug of water.

"Shut up! He's asking for it!" Rocket growled, snatching the drink placed before him, doing it in one go, "lozy week. Lost a bounty, lost four billion credits to a bunch of do gooders and now I'm here, drowning my sorrow with an idiot for company!"

"I am Groot!"

"Yeah, well you are!"

"Rocket," I spoke up.

He turned around and snarled, "oh, it's you," throwing the shot glass at my face.

I caught it an itch before it hit me, tossing it over my shoulder at the Xorbian who was slowly getting back up, knocking him out again.

"Heh, nice," Rocket snorted, ordering another drink.

I walked up to the racoon and sat down next to him, "you heard?"

"That the kree bitch destroyed the peace treaty by just existing?" Rocket snorted, "yeah, I heard. Why do you think I'm here?"

"When my AI picked up reports of you and Groot being here I was surprised, I thought you would have left by now," I admitted.

"I am Groot, I am Groot, I am Groot," the tree replied, I narrowed my eyes and read his thoughts, " _he couldn't get a ship to take him. There's an blockade around the planet._ "

"I see, a blockade huh?"

"You can understand him?" Rocket asked surprised.

I nodded, "yup," I smiled at an excited Groot who seemed grateful at finally being heard by someone else other than Rocket.

"Yeah well, whatever," Rocket nursed another drink, "why you here Parker?"

"Thanos is sending another team at us, the Nova Corps didn't admit it so as to not cause panic. I'm sure you noticed they are trying to evacuate the city as we speak," I motioned to the windows outside where the skies were empty of all hovercrafts, "the Nova Corps members agents stationed here won't be able to fight off Thanos' army."

"And? You can?"

"So far I'm two for zero, and learning," I smirked.

"Heh," he snorted, silent, before speaking, "kid...why do you do it? Why risk your life for a bunch of arrogant jerks? I mean, you see the way they treat people like Groot and me. And you and Quill and all your Terran friends. They think you're beneath them. So why?"

I smiled, "you know, Terrans aren't the only species on Earth," I ordered a drink getting it quickly from the nervous barkeep, "there's another minor species on our planet, we call them mutants. They are like us in every way except one, they have...abilities."

"Like the fire kid?"

I nodded, "yeah. And to honest, we humans treat them like Xandarians treat us...but that's wrong. I know a whole school of mutant kids who are trying everyday to get their kind a good name. They save the world Rocket, they always try and do the right thing whatever it is and I...I admire them for that. The world can hate people like us, heck, the galaxy can, but the truth it, we shouldn't let them change us. You're a good person Rocket...you act like an asshole, but you aren't one."

"How do you know?"

"I doubt someone as kind as Groot would follow an major dick," I smirked, sipping the drink, it tasted very much like Earth rum to my tongue.

"Heh, got that right," Rocket turned to his friend.

"I am Groot," the plant replied, ' _we're going right?_ '

"Yeah buddy, we're going," Rocket drowned the rest of his drink, turning to me, "fine kid, you want my help, you got it. But this is a one time thing, you hear me?!"

"I hear you," just then my communicator began to beep, I tapped it, Carol's voice coming through.

"The Nova Corp agents stationed here are onboard," Carol spoke up, "I have them bringing up possible defense strategies."

"Great, I'll grab the others and come right to you," my communicator beeps again, "I have another call, see you soon."

I switched channels and hear Quill's voice, "so what do you need old buddy?"

"You still have Yondu's number?"

"Ah...yeah...why?"

"Because we're going to make him an offer he can't refuse," I smirked.

 **One hour later, Nova Central command:**

We were all gathered around in the main war room of the Nova Corps. The Nova members on one side, my crew, plus Rocket, Groot, Gamora and Quill on the other.

"You promised me help," Nova Prime turned to Carol who stood between out two groups, "you've brought me criminals."

"I don't think you have any right ot be picky," Carol smirked.

"Look, Nova Prime, we're here to help, right now isn't that what's important?" I asked.

The woman turned to me with narrowed eyes, "and what are...seventeen people, seven of whom are criminals, be able to do against an armada?"

"Hey, if you don't like it, you can kiss my tail lady!" Rocket growled.

"Silence rodent!" an officer cried out.

"Who you calling rodent?!" Rocket grabbed his gun, ready to fire.

"Okay, that's enough!" Quill stepped in the raccoons line of fire, throwing his hands up, "look, you may not like it, but you guys need out help to stop these guys okay?! So can we all just try not killing one another until after we saved the planet?!"

"Fine," Nova Prime hissed, ordering her men to stand down, turning to Carol, "your plan?"

"He's the one with the plan," she turned, motningo to me.

"Him?" Nova Prime raised an eyebrow, "he looks like a child."

"Pardon?" I asked, did she not see the sexy stubble growing on my chin?

"Like I said, a child," Nova Prime snorted, turning back to Carol, "you defeated the Kree and the Skrulls form invading your homeworld did you not? I thought you were in charge of these...people."

"No, I'm not," Carol admitted, turning to me, "he is. And yeah, he's young buy...well, if he's telling the truth, Thanos tried to come after my home and he and his team stopped him then. So like it or not, he's technically the most qualified individual in this room...unless someone else here has faced Thanos' army and won?"

No one moved, no one raised their hand.

"Is this true?" Nova Prime asked me.

"Yeah, it is," I nodded, "I had help, but we stopped him."

"How?"

"The Avengers," I replied, she looked confused and I explained, "Earth's mightiest heroes, it's kind of our codename," Carol's eyes winded, but she remained silent.

"I see….well, we'll see if you don't become the Avengers of the Galaxy as well," she turned to her men, "tell us your plan."

"Right...pull up a schematics of the city, identity every single high cluster of people and highlight them. We have a way of providing additional defenses to the area. We'll also need to set up a medical bay for the injured and a clear place to bring down the incoming war ships without resulting in property damage. We'll need bombs and any ships you have on hand."

"Done," Nova Prime turned, "move, you heard the man."

"Yes ma'am!" the soldier ran in a hurry, going around frantically.

"The Avengers of the Galaxy huh?" Quill smirked, a twinkle in his eyes.

I sighed, "oh God...that's going to be our name now isn't it?"

"I don't know, kind of like it," Carol smirked, "alright then Captain, your orders?"

I took a deep breath, I was about to explain when suddenly;

BOOM!

The ground shook, supringin everyone into a stand still. "That was a sonic boom," Carol looked out the windows, "something just broke the sound barrier."

"How do you know?" I asked.

"I was a pilot, you don't ever forget that sound," we all ran out to the balcony and there, looming over the previously clear skies was a giant war ship shaped like the head of a beetle.

Out of it's mandible like extensions launched several hundred smaller ships that circled the sky like a plague of locusts. Then suddenly a hologram sparg up underneath the ship, the face of Thanos seen looking down on the capital of the planet.

"Xandar," Thanos spoke, "your time, has come. Worry not, for in this culling, balance, will be achieved." And with that very short message over, the battle began.

* * *

 **Sorry that I didn't update last week, personal reaons, RL is a pain. And while I don't respond to most people, I do infact read the reviews and do give a shit about my readers.**

 **Anyway, yes, the Guardians as they were couldn't exist before, they had to be reforged, remade, so I had to split them apart before brinigng them back together, in one place, for one reason. I'm replacing Ronan with a Child of Thanos, simple enough detail switch.**

 **The Space arc will have a lot to do with Thanos and his army. I never understood why the cosmic side of the MCU never addressed how the universe dealt with him other than a basic reference here and there. A mass murdering psycho is a preety big red flag if you ask me.**

 **One last chapter and the Guardians will be officially forged, in a much diffrent way than canon. Still working on balancing every character out, maybe I'll adjust my writing style into an ensemble style instead single hero driven.**

 **Anyway, I'm keeping Carol's past as vauge as I can for now, waiting for the movie to release so that I could tie it in.**

 **Also, wow, I never realised how big the crew has gotten, 18 memebers total.**

 **And one last thing: Avengers of the Galaxy, you dig it?**


	78. The Battle for Xandar

"We need to build a perimeter around the ship," Nova Prime cried out, "those drones have enough firepower to tear through our infrastructure!"

"What are those things?!" Quill cried out.

I leaned on the railing and narrowed my eyes, my mask covered my face, activating my telescopic vision, spotting the ships around the main one and also recognizing them, "Chitari."

"Those things that came after us on Earth?" Felicia asked, growling as memories of that day came back to us both.

"The very same," I whispered, removing my mask and thinking, "I have a plan."

"What is it?" Johnny asked.

I turned it my team, all eighteen of them, I never realized how big it would get, I couldn't help but smile, with these guys on my side...we would never lose.

"Alright, here's the thing, the Chitauri are a hive mind of sorts. Destroy the main ship and the rest go down in seconds."

"That sounds like a major design flaw," Rocket pointed out.

"And a tactical advantage," Gamora explained, "one mind means onedrive for the army. You cannot beat them head on."

"So a distraction?" Carol offered.

"Exactly," I smirked, "they can't focus on more than one thing, we can. Divide and conquer. Our objective should be getting into the ship and taking down the main system."

"Why not just blow it up?" Drax asked.

"Do that and you send the ship into the city, kill nearly half the population from the impact and fallout," Gamora replied.

"We need to keep that thing in the sky, or bring it down outside the city limits," Jessica nodded.

"Exactly," I nodded, "and contain the damage. Wanda, Carol and I are the heavy hitters, we'll deal with the army. Tandy, set up a tent at the foot of the building, Johnny, Scott, Carina you two go out there and bring back the injured to her, Logan, be her bodyguard?"

"No, I'm coming with you," Scott spoke up.

I blinked, "Scott, we'll be right in the middle of it all, we're going to bring every single one of those mother fuckers to us, yo-"

"-Peter," Scott cut me off, "I can handle it, I'm coming with you."

I looked at him, he didn't look like I could change his mind. I sighed, "fine, Tandy, can you manage with just Johnny, Carina and Logan?"

Tandy nodded, "yes, not a problem."

"Felica, Quill, Gamora, Drax, Jessica, take our ship and get your ass into the main ship. Don't engage the Child of Thanos, whoever they are it's not worth it. Gamora, how are the chitauri controlled?"

"A central command terminals to the best of my knowledge," she replied.

"Then you guys get to it and destroy it."

"Great, I'm flying," Quill replied.

"No you're not," Felicia replied quickly, "I am."

I nodded, "my ship isn't standard regulation Quill, it's custom made, you won't be able to drive it. Jessica and Felicia can, they can get you into the chitauri mothership and past their defenses thanks to the size and the cloaking tech I have onboard.

"Rouge, Bill, Sue, Groot and Rocket, stay on the ground and take down any soldier we miss. Rouge, take a bit of Scott's powers, how long will it last?"

"Two hours without it affecting him too badly," she replied, "I can manage." Scott nodded, he held out his hand and she took it, a second later she released and Scott wobbled, she looked sorry, but it was needed.

"This is your plan?!" Rocket cried out, "it's a terrible plan!"

"We won with less," Felicia said, giving me a confident node.

"Yeah well, I got a bad feeling about this!"

BOOM!

We all turned, just as a Nova corps drone was shot out of the sky by a Chitari flyer that came swooping down towards us. I was about to fire off a repulsor blast when Carol suddenly leaped into the air and fired twin energy beams into the invaders, blowing the ship clear out of the sky.

"How's that bad feeling?" Bill leaned in and whispered.

"Ah...getting better," Rocket replied.

"Everyone, move!" I cried as we all split up. I grabbed Scott and Wanda, following behind Carol as we shoot into the city. "We need to grab their attention, focus the fight on us," I spoke up, "something flash, something big, something-" I stopped as suddenly a large shadow came down upon us.

"Oh fuck," Wanda cursed, looking up to see a massive Chitauri Leviathan flying over our heads, turning around to come charge right into us.

"I got this!" Carol cried out, ready to shot up and blast into the thing's side, only for a red energy beam fly past her, hitting the beast's jaw, chipping a tooth.

"Peter, put me down there," Scott called out, pointing to a top of a tall skyscraper. I looked at him, something felt….off. I flew over and we dropped down. Scott walked past Wanda and me, even Carol landed down and waited, watching him stand at the edge of the building.

" **ROAR!** " the beast cried out, the sound was….almost too much. It curled around itself in anger and came charging down, descending and coiling around to fly right at the building we stood on.

"Scott, what's the plan?" I asked, Carol charging her fists, I held up my hand and she turned to me, confused. Scott had something planned.

"You know...seeing you through the years, improve by leaps and bounds I….I have to admit, I was jealous...I didn't know how exactly I would be useful….but I remembered something you said...my powers aren't form this world is it?" he reached up and rested his finger to the side of his visor, "and it's limited by the amount of energy I give out….the fact is Pete...I've always held back….so I guess it's time to see what exactly I can do when I stop."

There was a click, I heard the crystal in his visor lift as the very building around us was gathered in a sudden red light.

VSHOOM!

The energy blast exploded out of his head, traveling faster and faster, for a second, I wondered if it would break the sound barrier. And then;

KRAKOOM!

It collided with the leviathan, hitting it head on, ripping the armour around its head like it was nothing. I saw what looked like motor oil exploded out of the beasts mouth as it released back, stuned, before suddenly twitching.

Sparks began to fly as it flew down, blasted out of the city limits and into the harbour. A small tidal wave exploded out, the chitauri drones all stopped and turned to us four, my spidey sense told me all I needed to know.

"KRA!" they cried, all turning to us.

Scott panted, turning to us, "I-I think we got their attention."

"Good," Carol turned, her eyes suddenly began to glow, her hands exploded into energy that I couldn't believe a human, be it a mutated one, could ever produce. Her hair began to stand up, a yellow aura circling around her, turning her into a giant flashlight.

We all turned, at once every single chitari charged at us. Wanda's eyes glowed red, Scott's fingers were already on his visor and I formed two miniature shields of Sharum.

They charged, so did we. It was a tidal wave of enemies, dropping form the sky, climbing up the building, energy beams firing at us from all sides. I extended the shields around us, covering us in a bubble of energy.

They began clawing at the shield, climbing on top of it, hitting it over and over again. I waited, waited until the last second, and before the shield fell, I explained it till it covered the whole roof, throwing all of them over the side and fall down to their deaths.

Their numbers were soon replaced, but the others were ready by then. Carol and Scott blasted anything that came close, Wanda used the fallen bodies like a mace to hit the others with, using more and more of them with ease. I covered them all, blasting anything that came too close with repulsor blasts.

It was an orgy of bright lights and power, grabbing the attention of every single chitari around us, hopefully, this will but the others enough time.

 **The streets:**

Ka'ila didn't want to come out today. He wanted to stay at home and finish his project, have it ready by this time tomorrow to show his boss. But as luck would have it, it was the end of the world and he needed to leave.

He stepped outside just as the ship came. He ran when he saw the Mad Titan's face, afraid for for himself, afraid he would get a blaster bolt to the face before he could even cross the street,

He ran, ran into the fire, into the war that once was his home. Just last week the streets were so quiet one couldn't find a single thing to complain about. But now bodies littered the ground.

He turned a corner, sticking to the alleyways, he heard someone scream, but he didn't move, he wasn't a hero, he was….he was a coward. Suddenly, he heard something, moving quickly he jumped and hide behind a fallen compound wall, the building it was guarding bombed to oblivion and back.

He peered from his view and saw someone enter the alley, a mother and child, both Krylorian. They ran inside hand in hand, the mother practically pulling the child along, and right behind them was a chitari blademaster.

"AH!" the child cried out in fear as the chitauri took aim and fired a bolt into the mother's back. She fell down without a world, a hole in her gut through and through.

"Mommy! Mommy!" the child cried out, fallen down, her hands bleeding. She turned to her mother, tears falling as she immediately releases what had happened. She began to wail, crying her eyes out, not noticing the chitauri soldier right behind her, already aiming for her head.

Ka'ila didn't know what got into him, he really didn't. He...he remembered his mother, what she would say if she saw him hesitate. What she would think if he told her how he chose to do nothing. How could she stand the sight of him? How could he stand the sight of himself?

The chitauri clicked its teeth, ready to fire, when suddenly, "hey you!" it turned, just in time to see a rock come for it's helmet. "Scree!" the chitauri cried, the Xandarian male looking at it cried in terror and turned to run.

The alien was having none of that, it jumped, leaping over the falled compound wall, landing right on Ka'ila's back, brinnig it's gun to the back of his neck. The architect felt the hot metal on his back, he could see the Krylorian child look at him with tears in her eyes, he whispered, "run."

He prayed she would. He readied himself for the blast, eyes closed. But instead of the metallic hiss of a blaster, the sound of metal and flesh being smashed into a wall was heard as the weight of the chitari's bio-organic body was released from Ka'ila's back.

He blinked in surprise, turning to the side to see the chitauri from before pinned to a wall with cracks appearing around him. Then slowly, as if something large and heavy was pressing down on him, he began to break apart, the purple tar that served as it's blood came out in splashed until it was embedded into the wall, dead.

And then, spearing out of thin air, was a woman with short yellow hair and the bluest eyes Kayla had ever seen. She stood before the child, her eyes narrowed with hate. She turned around and reached down, picking the shocked Krylorian girl up.

"Can you take her to safety?" the woman asked as she approached Ka'ila, "Nova HQ is a protected zone, you will be safe there."

"Y-yes, okay," Ka'ila replied, too startled to say anything else as he accepted the still crying girl into his arms, "I will make sure she's safe...who are you?"

The woman turned away, her body slowly vanishing form her feet up, "someone trying to help. Now go! Head north, my friends will have cleared up the rest of way."

"But I-" Ka'ila stopped, finding himself looking at nothing once again. He was confused, but just then an explosion startled him out of his daze. He could ponder the question of the vanishing woman later, the girl needed to be protected.

So he ran, the crying child in his arms yelled, calling out for her mother, but it was nothing more than a corpse now, he couldn't afford to let her grieve normally.

He turned the corner and found the main road destroyed. The road was covered with holes and broken sky platforms, navigating around it would be difficult. He did his best, holding the crying child in his hands as he did.

Then suddenly, the sound of a thousand engines came alive in the city. A sound any Xandarian would recognize.

Ka'ila stopped and looked up, watching as thousands of Nova ships flew over the city, charging at the giant ship in the sky that was invading them.

"We'll be fine," Ka'ila whispered, the girl turning to him, her attention draw as well. He turned to her and smiled, "see, the Nova Corps is here, we'll be fine now, I swear."

"W-will they bring my mommy back?" the girl asked, and Ka'ila's smile vanished. He hugged her close and continued his walk, careful not to trip and fall.

"You there! Get down!" a large Serbian came around the corner, dressed in a fine suit that was now ruined. Ka'ila had no time to understand why the woman looked so panicked, when suddenly a beam of red energy tore through the building to his right, the middle five floors shattered in half.

Flying across the sky and landing a good fifty behind them was a giant shuttle that was filled to the brim with chitauri soldiers. The side of the shuttle was burnt, the things inside, dead or dying.

But one crawled out, still not willing to die, it clawed it way out of the mount of corpses that were it's once allies, blaster held between its teeth. It turned to Ka'ila and the girl and growled. But before it can even do a thing, a blaster shot caught it between the eyes, exploding it's head off it's torso.

"Told you you missed some!" Ka'ila turned in a panic to see a short furry...thing with a giant blaster turn the corner, by its side was a female with short brown hair with a white streak in it. And if the talking fur ball wasn't odd enough, the girl's eyes were….glowing.

"Bite me racoon," the girl hissed.

"What you call me?!" the raccoon, apparently, hissed, snarling at the girl.

"I am Groot," came a loud voice from behind Ka'ila, starting the man.

"ARGH!" the architect cried out, turning to see a large walking tree man looking down at him and the girl he carried.

"Oye, you there, is that your kid?!" the racoon called out. Ka'ila, too startled to answer, shook his head in fear, "then who's is it?!"

"S-she died," Ka'ila replied, "I'm getting her to the safe zone."

The girl with glowing red eyes looked at the child in Ka'ila's arms with pity. She nodded, "alright, just keep going down this road, hurry, we've cleared out this roads but there are more coming!"

Ka'ila nodded, saying nothing as he ran away as quickly as he could. He climbed down a service lane when he heard the tree man call out, "I am Groot!"

"Head's up white head! We got more incoming!" the raccoon said, sounding almost pleased.

"YARGH!" the woman roared, Ka'ila turned and saw her fire beam after beam of energy at the approaching herd of chitauri soldiers.

The service lane took him into a 't' crossing, he ran as quickly as he could, but the moment he stepped into the crossing he saw a small hoard of chitari waiting for him.

"KREE!" the leader hissed, pointing it's talon at him. Ka'ila was about to scream and faint, when suddenly hover car came flying down and crashed right into the chitauri, exploding loudly.

Ka'ila watched in horror as they were burnt alive, he looked up to where the car came from and saw an orange figure jump from building to building, with a giant stone pillar in hand, smashing chitari away like he was swatting a fly.

The orange man didn't even give him another look, already flying into a chitari drone, breaking the driver's skull with his bare hands and kicking the other one out in one motion. He then jumped into the air and onto a building, vanishing from sight.

Ka'ila didn't understand what was going on and frankly he didn't care. These people could be mercenaries for all he knew, but it didn't matter. He needed to get out of here, he needed to bring the girl to safety, that's all that mattered right now.

 **Ten minutes later:**

Ka'ila was panting now, he kept running, not bothering to look back, afraid that if he did, he would see an army at his back, ready to pounce. He felt like he was going to drop dead any second, his gut sloshing about. He really should have kept to his promise of starting daily exercises this year.

He was almost there, all he had to do now was climb the steep service lane and he would reach the Elder Circle Park, a skip away from Nova command. And just as he was half way up the road, there was a bright flash of light.

It came from between the buildings to his back. Angeled in such a way that you wouldn't see it unless you were standing at the very spot he was. It was the Kree Embassy, the fifteenth largest building in the city. Ka'ila remembered when it was built, the outrage at the cost. People demanded they be given something more mundane, but the Kree wouldn't have it.

They wanted the best, and they refused to even talk unless they had a place 'worthy' of their stature. And in the end, they got what they wanted and still the battle didn't end until ten years after the embassy was made.

But now, the place was being used for something else, something Ka'ila couldn't even describe let alone understand.

The very top of the building was covered with chitari, the white building was grey and gold near the top, every inch of the top three floors covered with the invaders. And at the very top, flashes of yellow and red lights. They blasted the aliens away, a war of the tides, purple and gold against yellow and red. The skies around the embassy was covered with those flying giant snake things, and every time they got too close, a blast of energy the same shade as the ones the girl Ka'ila met before made, was released. And fi that didn't stop them a golden comet seemed to bomande them with equally golden energy blasts.

It was the heart of the conflict, Ka'ila knew it was. And then suddenly:

BOOM!

The sonic boom was powerful enough that the resulting gust of wind from it battered Ka'ila's side and shook him to the core.

He blinked away the dust, and when he looked up, a small legion of Nova corp ships were seen falling from the sky in flames, destroyed beyond recognition. The flew down and crashes a great distance away, but Ka'ila could still hear the sound of their metal frames cracking. And looming over their wreckage, was the chitauri mothership.

The front of the chitauri ship was glowing an ethical purple, energy arcing out of it like plasma from the sun. Ka'ila looked at the ship, it was slowly making its way to the Kree embassy, obviously it had noticed the light show going on there.

Ka'ila turned and ran, he couldn't afford to waste anymore time, it was now or never.

He was sweating like a space pig, but he finally reached the top of the road and there before him was Elder Circle Park, the trees looking burt and the gates closed with two dozen Nova officers standing gaurd all around.

"You there! Come quickly!" one of the officers called out, noticing Ka'ila running towards them. Ka'ila felt like weeping in joy, he slowed his pace, when he heard the officer cry again, "don't stop running you idiot! They're right behind you!"

Ka'ila turned, and sure enough, a small battalion of chitari were there, quickly running up the very same road that took him twenty minutes to climb up.

He ran, ran faster with energy he didn't know he still had inside of him. The girl in his arms was silent, she felt numb. She stopped crying half an hour ago, she looked….dead. Like she was almost welcoming death to greet here.

"KRAA!" came a cry, a chitari leaped into the air and over Ka'ila. He stopped as it turned to him, ready to pounce.

Ka'ila turned, curling into a ball, showing it his back, protecting the girl in his arms. Only again, it seemed destiny deemed it wasn't his day to die.

"KRACK!" the chitauri cried, Ka'ila turned and his eyes winded in awe at the sight of a man with six metal blades coming out of his fists stand before him, chitari blood over his body and arms, a sliced up chitauri drone at his feet.

"Whatcha waiting for kid? Scram," the man growled as he charged, roaring like a wild animal, pouncing into the chaitaries, tearing through them line a plasma through cotton.

Ka'ila got up and ran, now used to this strange sights around him. He ran to the park and was given access, told to follow the laid out path before him. He did and soon came to the park's central square which was now filled with people, all injured in some form or another.

There were sleeping bags and food counters all around. People were sheltered and feed. Ka'ila looked around and couldn't believe his eyes, outside it was a war, but here, one could be mistaken it was still a normal Xandarian day, save a few injured people.

"You there," someone called out, "are you injured?" Ka'ila turned to find a girl in white robes and a glowing crescent moon around one eye approach him.

"I-i, no. I'm fine," Ka'ila replied.

"Good, and the girl?" the teenager turned to look sadly.

"She's fine too," Ka'ila replied.

"Tandy! I got a live one!" a voice called out as Ka'ila looked up to see a man covered in flames descend down towards them, carrying an injured woman in his arms, who seemed unhurt by his flames.

"Carina! Bed!" the blind called out as another Krylorian brought forth a hover bed and placed it in front of Tandy, placing also a tray of medicines before her.

"Sue called me and told me about this body she found, still alive but barely. She stabilized her but couldn't do anything else, took me a while to get to her but she's still hanging on," the man in flames landed, placing the woman on the bed.

"Mommy!" the girl in Ka'ila's arms cried out, her eyes alive once more.

"H-how?!" Ka'ila asked, he was sure….was she still alive?! "Can you save her?!" he asked the girl, who was obviously some kind of doctor.

"I'll try," the woman replied as suddenly she became bathed in a white light that startled Ka'ila and the girl, but seemed natural to everyone else. The natives around did seem curious, but weren't shocked. But the most surprising thing however wasn't the woman glowing, but what was happening to the Krylorian mother who Ka'ila thought was dead.

The wound in her stomach was _closing_ , it was healing itself. Her breathing was less strained and in seconds, she looked hole again. The light stopped and the woman backed away, swooping. She was grabbed by the flaming man who eased her into a seat, the krylorian giving her something to drink.

"M-mommy?" the girl in Ka'ila's arms whispered, hope returning to her eyes.

"Miku?" the woman whispered, her eyes opening as she looked up, "Miku, baby, you need to run, you need to...hide..." she then fainted yet again.

"She needs rest," the fire man explained, "Carina will show you to a place, rest there, if you need anything ask," he then turned to the woman who had just brought someone back from the doors of death, "can you do one more?"

"Bring them, bring them all," she replied.

"This way please," Carina, the other Krylorian, gestured, pushing the bed with the unconscious mother to a corner of the square.

Ka'ila sat down with the now silent but eager looking child and her mother. He looked out at the park and the people inside. Their numbers were growing more and more, the glowing angel saving more people in the minutes Ka'ila was observing her than he knew.

The park was slowly growing more and more crowded. He sat there and prayed, but not to any god, but to the brave soldiers of the Nova corp, to these….people who had saved his life, for….fo this war to be over. To wake up the next day and still have a place to call home.

 **With Felicia:**

"I-It's bigger on the inside!" Quill cried out.

"We know," Jessica rolled her eyes as she got to the navigations deck, activating the ship's systems, "activating Peter's cloaking software. Felicia?"

"Let's go," Felicia replied, strapped into the captain's seat. She brought the ship up and blasted through the walls of their small apartment, flying through the air like a bullet from a gun.

"Woah!" Quill cried, grabbing the walls to hold himself up, "lot of kick there huh?"

"There," Gamora pointed at the front of the chitauri mothership, "there should be a fuel service entrance there. With the size of the ship we should be able to get in no problem."

"And once we are in, it will be time to make them pay," Drax growled, his knives drawn.

"The ship has a ion cannon at the front, so be careful," Gamora replied, "how nimble is this ship?"

"Chitari drone 6 'o'clock!" Jessica called out.

"On it," Felicia maneuvered the ship, rising into the air before taking a sharp turn and going through broken building top.

"You got any weapons on this thing?!" Quill cried out.

"No, Peter didn't think of them!" Jessica growled, "but, I do have something else!"

"What?"

She reached into her bag of storage and took out what looked like a ten foot canon. It looked almost comical, Quill's jaw almost dropped when she held it up from him to see, "this."

"Mine," Drax grabbed the giant holster.

"What? You can't just say mine and take that!" Quill argued.

"I did, open the door," Drax grunted.

"Fine, but at least say something cold," Quill said, opening the door.

Drax pointed the canon out and smiled, "something cool!"

BRAAAAT!

The cannon fired out shoots like a machine gun, blasting away into the following chitari drones, sending them flying down in flames. One of them managed to escape and was closing in, but before Drax could bring them down, Peter fired a shot that hit the flyer between the eye sending the whole thing down.

Drax turned to him and growled, "do not interfere."

"Next time, say something cool."

"I did!" the women rolled their eyes, Jessica taking the cannon back from Drax, putting it away.

"We're coming up to the ship," Felicia called back, "get ready!" They braced themselves as the Liberty slowly got engrossed into the shadow of the giant ship before them.

Felicia brought it into the bay Gamora had indicated and sure enough there was no one there. Parking the ship down safely they all got up, entering the ship from a hatch that Jessica short circuited with her venom blast.

"Where to now" Felicia asked.

Gamora looked down the hallway, pointing to the left, "that will lead to the central core. We can get to it, but we'll need to be silent."

They creeped inside and moved silently. They walked down the large corridor, the sound of machinery whirling in the background. Everything was silent as a church mouse, but then;

Clank!

They all turned to see Quill with a metal grate in his hand. "It-ah...it fell out," he explained. Gamora growled, pinching her nose.

They moved again, Quill now standing between Felicia and Drax. They eventually reached the end of the corridor which had a large metal door before them, locked with a green unlock pad before them.

"It's just beyond this door," Gamora explained, "but I don't know the passcode."

"We don't need a passcode," Drax huffed, turning to Jessica, "woman, the canon!"

"Are you crazy!" Jessica hissed, "don't you know how much noise that would make?! The last thing we need is-"

Kreek!

"-to be discovered," Jessica ended as they all turned to the now moving metal doors.

The metal doors opened up as on the other side a tall grey alien stood there with held out arms, fingertips touching, and a calm expression on his face. He wore white and grey robes, looking very much like a anthropomorphic squid from a children's tv show.

"M-Maw," Gamora stammered, stepping back, blades already in her hands.

"Gamora," the Child of Thanos nodded, "it's been a while favoured daughter of Thanos...when we heard of your betrayal, Lord Thanos was quite distraught. You caused him much unneeded pain I hope you know."

"H-how?"

"I know you my dear," the aline smirked, "I know how you think, how you fight. You do remember it was I who taught you how to conquer any foe in command, yes? I who molded your career as a general of the Lord's armies. I knew you would come here first, to retrieve this," he reached around and took out a grey and purple coloured sphere, "but sadly...you will fail...you will die. Now."

 **With Peter:**

"Peter! Come in!" Johnny's voice was suddenly bursting into my ear.

"Kind of busy here buddy!" I called out as I ducked under a chitari balster, firing my own repulsor blast at it, sending it and the five soldiers behind it off the building.

"One of those snake things are coming after the park! We can't get everyone out in time!" came Johnny's frantic cries.

"Shit," I turned, Scott and Carol were flying on empty, I knew they were. So was Wanda. We had killed nearly half the army and more, the rest taken care of by the Nova pilots, but they were too busy trying not to get shot out of the sky by the Chitauri mothership.

"Can you guys hold them off for a few moments?! I need to go help Johnny," I asked Carol.

"Go!" she replied, saving energy by speaking as little as possible. Wanda gave me a node, wishing me luck. I charged at an oncoming hoard of chitari, tackled them and blasted away, pulling them to the sky before dropping them to their deaths.

I flew with my suit's thrusters and made my way to the park, spotting the leviathan that was slowly inching closer towards it, and flying around it's torso was Johnny, blasting fireballs at it, only for there to be no effect seen at all.

I closed my eyes, channeling the remaining energy I had in my body. Magic on low, psionic energy on low, stamina high but….that's it!

"Sexy, divert all power into my thrusters, we're going to tackle this thing!" I called out

" _Doing so now,_ " the AI replied, blasting me towards the creatures. I came up it's side, rushing faster and faster, and when I got into position, I floored it.

Tock!

I collided into its side with enough force to divert its body to the side, into a building that then collapsed onto it, pinning it down to the streets.

I panted, landing before the park, Johnny landing next to me. "We need to take this thing down, fast! You got enough juice for that Godzilla thing I heard you do?"

"No even close man," I panted, "fighting for an hour has that effect….but….I…..I think I do have something."

"What?" Johnny asked.

"I need a moment, I never really did this before ever and it's only ever been something I thought up in theory I-"

"-Pete, tell me what you need."

"Keep it on the ground," I replied, closing my eyes and drawing my senses inwards.

I activated Web Vision and saw myself, the chaotic mixture of energy within my body. I accessed my mental landscape and moved through the city of my memories, now containing a miniaturized version of the Klyn for my time in prison.

I quickly found what I was searching for, a pedestal placed before the Dark Tower, with steps leading up to it. I walked the steps and looked down at the mental representation of Thor's powers within my body.

Mjolner. The mental image was an anchor, a way to suppress the power within me so that I wouldn't burn out. I needed time to adjust, time to...adapt. But now...I needed it, I had no choice.

I reached out and closed my hand around the handle. I took a deep breath and pulled. It was heavy, unbelievably heavy. I could never imagine something so...raw. Electricity began flowing through my body as I felt...more, more everything, more power, more energy, more me.

I pulled, but the hammer refused to budge. But in its place where vibrations, Thor's powers were hurting me, rejecting me, testing me.

But I insisted, the vibrations inscribed, my hands began to feel numbs, before suddenly, I felt the hammer rise an inch from the pedestal.

I opened my eyes and felt my body exploded electricity outwards.

" _Warning! Energy overload eminent! Shutting down all suit functions and converting power directly from energy output!_ " Sexy flashed a hundred pop ups, but I ignored them all.

Lighting shot out of my body, my arms, legs, everything, vibrating more and more. The energy hurt me, but charged me up as well. It felt like I was holding up a car without any super powers. I didn't have time, I couldn't hold onto this form for long.

"GRAAA!" the leviathan roared, wiggling out of the building I threw it into and charging at me. It tried to fly but a stream of flames form Johnny's own hands caused it to lower down, sliding over the road.

I took a step forward and began to run, my speed increasing slowly, my arms pumping, my legs hitting the ground strong enough to form cracks. Lighting shot out, burning the ground around, my blood pumping so loud I could hear it.

"GRAAA!" the leviathan roared.

"GRAAAA!" I roared back as I charged at it, an aura of energy flying around me, cloaking me in lightning. We were a good fifty away from each other, I felt my muscles ripples as lightning charged them.

Twenty feet, my suit seemed to slip away, revealing my face and my upper body, the electricity was messing with the nanotech, overloading it.

Ten feet, I timed it perfectly, throwing my hands out, crashing into the beast's mouth. I was pushed back, it's momentum made my feet dig into the ground as I roared out, pushing it away with the very lightning in my muscles.

It didn't stop, but I didn't either. It was pushing me back towards where I first began, the park was right there, the people running, they wouldn't make it. I had to stop him here, I will stop him hear!

And for a second, I felt the Mjolnir in my mind rise up a few more inches.

BOOM!

Lightning exploded through my whole body, through my arms and into the leviathan's body, blasting it away, killing it's momentum in its tracks.

Smoke rose and I pulled away, letting go of the energy within me as I felt my body ache in pain, it's natural regenerative properties already fixing the damage, but leaving the pain.

I was panting now, stepping out of the small crater I had made from the energy I gave off. Johnny flew down and landed besides me, his eyes wide open, "dude, the fuck?"

"A trick I picked up from THor," I replied, wiping away the sweat as slowly my nanobots gathered back around me, forming my suit. I need to fix this little 'feature' when I get the time.

"Yeah, well either than or Raiden and...hey, your hair, did you dye it?" Johnny blinked, confused. I was about to open my mouth and reply when Johnny's eyes winded, he pressed his communicator and cursed, "shit!"

"What happened?" I asked.

"It's Felicia, she said they're in trouble," Johnny called out.

I reached up to my communicator, wondering why she didn't call me first, only to find it fried, nothing left of it but ash. I turned it Johnny, "what happened?"

"Apparently the Child of Thanos their fighting is powerful as hell, giving them a run around," Johnny explained, "Maw something?"

My eyes winded, Ebony Maw. A psychic to end all psychics. Even Strange had trouble with him, and this was a man who could take on Thanos with four Infinity Stones in his hands.

"Where are they? Tell her I'm on my way right now!"

"That's not the trouble," Johnny replied. I looked confused and he pointed up, I turned and my jaw dropped.

A second Chitauri ship came down from the sky, breaking the clouds and releasing it's army, a dozen more leviathans came out, hundreds of chitari drones and even blaster fire rained down on the city.

"This is bad," Johnny replied, "this is very bad."

I was about to agree, when I noticed something very interesting. I smiled, "actually, I think we'll be fine." Johnny was about to ask me why when I pointed at the sky once more, this time, a fleet of ravager ships, similar to Quill's, came flying down, engaging with the Chitauri.

"Who are they?" Johnny asked.

"Yondu's Ravagers," I replied, "I had Quill contact him with an offer."

"What?" Johnny asked.

"A weapon from Nidavellir," I replied, "costs about a cool hundred million, had the Brooker back me up on the price range."

"Huh….cool," Johnny whispered as we watched the Ravagers taken on the chitauri, backing up the few remaining Nova corps ships. I was about to suggest we go help when the first chitauri ship suddenly began to explode.

BOOM! BOOM! BOOM!

I turned to Johnny who already activated his ear piece, "apparently Drax did that."

BOOM!

"And Quill did that one."

"We need to get that ship, now!" I took off into the sky, byt my whole system felt, off. It was slurring and slower than before, a quick reading told me it's because it still hadn't recovered from the lightning trip I had given it, basically it was suffering from a hangover.

We flew over just as it crash landed into the heart of the city. The collision so loud and powerful it shook the whole city as a cloud of dust and metal feel over the ten blocks around. I can't even imagine how many people died that very instant, but I was more worried about my crew inside.

"Sexy, can you track their communicators?" I asked.

"Y-yes," the slurrered reply came. I cursed, next time I use Thor's power I'll need to remove my clothes...won't that be fun.

It took a moment, but I managed to track their location to the front top of their ship, landing on the hull with Johnny.

"They should be right below us," I said, releasing my stingers, ready to slice into the hull, only for my spider sense to warn, "get down!" I tackled Johnny, just as the very hull we stood on exploded outwards, tearing apart like a tin can.

We rolled and landed away, I looked up, just in time to see Ebony Maw lift himself out of the giant hole he had made in the hull, wiping away the dust on his white and grey robes. He looked down at me and raised an eyebrow.

"You," he said.

"Heyo Squidward, how's it going?" yeah i stole Tony Stark's joke, bite me.

"The Spider," Maw growled, swiping his hands forward. Spider sense wanted me again, I kicked Johnny away, costing me as I couldn't avoid the metal sheets that Maw had summoned off the hull and wrapped around me.

I struggle, but he slowly began to squeeze his fist, "you have been a thorn in my Master's side for far too long Spider. First on Earth and then on Asgard, that is twice you have defined the will of Thanos, but no more."

"Thrice," I spoke up.

"Pardon?" the alien asked.

"Thrice," I stood up, slowly crossing my hands underneath the metal wrapping, "I'm going to stop you again. Today, right here and now."

"Oh? You and what army?"

"My army."

"ARGH!" Carol came flying in like a bullet. Maw's eyes widened in surprise as he managed to doge her by the skin of his teeth, only for him to come face to face with Scott's optic blast.

Maw threw his hands open and formed a barrier of sorts before him, blocking the attack, but being pushed back a few good inches.

When Scoot's attack relented several large items were thrown at Maw, he banished them all with a wave, spotting Wanda across the ship, throwing more and more items at the Child of Thanos, "irritating," he spat, flicking his hand to send a wave of telekinetic energy at the girl, blasting apart the ship's hull as it did.

But before it reached her Bill jumped in from nowhere, grabbing Wanda in the nick of time and jumping away, covering more than seventy feet in a single bound.

Skit!

I released my stingers and sore through the restraints holding me. Maw turned to me, growling, about to use his abilities again, only for a stream of fire to catch him in the face, courtesy of Johnny who had finally gotten on his feet.

Maw cried in pain, quickly putting out the fire with his mind, but when he looked up, he found himself surrounded.

"So, this is your team?" Maw asked in a bored tone, though I could smell the fear coming off him.

"Yeah, it is," I replied, "and it's the same team that's going to stop you and your master."

"I highly doubt-"

Bang!

Gun fire rang out as Maw snapped around, stopping the blaster bolt before it hit his face. But before he could speak Drax and Quill jumped out of the same hole Maw had made, proceeding to charging him, only to be banished away.

"Hey ugly!" Carol called, firing a blast at her. Maw turned and froze that in mid air as well.

VSHOOM!

Scoot fire his beam and Maw stopped it. Wanda and Bill landed besides me, she mentally threw everything she could at him while Bill did the same but with his hands.

Johnny threw his flames, I shot out repulsor blasts and slowly we could tell Maw was being overwhelmed. Until he snapped.

"Enough!" he roared, a wave of telekinetic energy coming right out of his body, blasting our blasts and us away. I grabbed Johnny again, he was about to hit a sharp metal beam.

"You lack the power to challenge one such as I!" Maw roared, panting, "I am a Child of THanos! Above you all!"

"Then I suppose only another Child of THanos will be able to put you down," a voice called out. Gamora was standing across from Maw, blades in hand.

"Child, do not be foolish," Maw warned, Gamora lowered into her stance, "you know you cannot win. You never have."

"I was alone then," she looked at us, "I'm not now."

She charged, Maw summoned parts of the ship's hall to protect himself, Gamora slicing through them all. He then summoned a pice and then rolled it up like a newspaper, bringin the metal rod and parrying Gamora's blows.

Maw was sweating now, his focus shifted, so distracted was he, did he not notice the woman in black with silver hair sneak up behind him, camoflaused.

Felicia picked his pocket and jumped away. "What?" Maw turned, wondering what had happened, the lose in focus allowing Gamora to slip past the metal rod and slice Maw's hand, cutting the digits of his right hand.

"ARGH!" Maw cried, blasting GAmora away, he turned, seeing Felicia reaper next to me, holding what looked like a grey and purple sphere in her hands. Maw's eyes winded, "no..."

"Never, ever, underestimate a thief," Felicia smirked, "yo fly girl! Blow up!" she threw the orb at Carol, who proceed to blast the thing into dust.

All around us the chitauri began to shut down, while the ones that came from the second ship were still active, that still meant a lot more were now dead and gone. Maw looked around in panic, "t-this is not right! How do you possess the strength! Who are you people?!"

"Haven't you heard? We're the Avengers of the Galaxy," Quill smirked.

"No, we are not," Gamora replied, hissing. Quill looked defeated.

"What we are Maw, doesn't matter," I replied, "but what we do is...we're going to stop Thanos...I want you to know that...from this moment on, his days are numbered Maw, and we'll be the ones to stop him."

"KGRA!" the roar of a levithan broke us up as he saw the beast charging towards us head first.

"Scatter!" I cried out, grabbing Felicia and Quill while the rest paired up and flew/jumped away.

The leviathan crashed into the ship and tore through the hull before flying back up. I looked and saw Maw on it's back, rushing towards the second chitauri ship.

"He's escaping!" Gamora cried out as she and Jessica were carried by Carol, "we must stop him.

"No, wait," Quill pointed up, and sure enough, it seemed like the chitauri were withdrawing. And as soon as Maw got into the ship, it left Xander's atmosphere, leaving behind it's deployed troops that were soon slaughtered into nothing by the Ravagers.

"He ran away, the coward," Wanda hissed.

"And he knows it," Carol replied, "I doubt this Thanos guy is the forgiving kind."

"So….we did it? We won?" Quill asked, looking around at the destroyed city around us, "did we?"

"I….I guess so," I replied as we all gathered on the roof of a nearby building, looking at the now slowly settling city. I felt tired, so unbelievably tired,I turned to my crew, they looked at me, waiting for a speech, for me to give the motivational talk of a century, but I was frankly way to tired for that, "alright team, let's just get something to eat."

"Damn right," Johnny grinned, "I'm so hungry I can eat a horse!"

"Why would you eat a horse?" Drax asked, "they do not taste nice and are very ugly creatures."

* * *

 **Sorry it got delayed, work in RL. Anyway, NOTE: ALITA BATTLE ANGEL, see it, love it. I did. It was so cool and I just feel in love with the character. So if you guys need a movie to watch before Captain Marvel hit's theaters, go see this one, it's amazing.**

 **Also, Captain Marvel's coming, excited, I'm going to avoid talking about Carol's story for some time because I'm waiting for this movie, I do have some theories, but I'll keep that to myself for now.**

 **Thanks for being patient.**


	79. Prevor-2344

"So, this here trinket's worth a hundred million units?" Yondu asked, looking at the bronze rod I handed over to him as payment.

"Indeed it is, and it's status on the market is worth far more than just mear units," the Brooker explained, now back to his distinguished and mildly condescending attitude, "what you hold in your hands sir is a weapon from the legendary forges of Nidavellir."

We were in the Brooker's office, said man standing in as a mediator for Yondu and me. Looked tired though, but that was understandable, considering his planet had been invaded by Thanos' army three days ago.

"Well can it do something special or..." he looked it over, "because it looks like a stupid rod to me."

"Twist the body and hold it away from you," I instructed.

Yondo looked unsure, but slowly did just that, causing the cylinder to explode into a bronze spear nearly a foot taller than the blue Ravager, "well I'll be damned."

"It's built to be indestructible and fires energy blasts out of the tip, strong and hot enough to blow through twenty inches of galactic standard steel, and titanium if you use a little extra force," I explained, "like a said, worth it."

"Well...it is mighty impressive," Yodu whistled, I eyed his arrow which began to glow red, he turned to us with a smile, "but it ain't a hundred million credits."

The Brooker looked offended, "I assure you, that weapon is well worth-"

"Quite," Yondu hissed, his arrow flying out of his quiver and stopping right under the Brooker's neck, he turned it me, "you must have more of these things right?"

"And if I do?" I asked, raising an eyebrow.

"Well, then I suggest you hand them over," the arrow slowly moving towards me, "before we have ourselves a little accident."

I blinked, "wait...are you seriously threatening me? With...an arrow?"

"Trust me, this here arrow can kill you before you blink," Yondu smirked as the men standing behind him laughed, "now hand-"

Skit!

I swiped at the arrow, my stingers ripping through it like it was paper, "there, I blinked, now what?"

"W-what in hell?!" Yondu's eyes went wide, he dropped the spear and scrambled to grab up the pieces of his arrow, "you broke my damn arrow!"

I lowered my stingers against his neck and growled, "and I'll break a lot more if you don't leave. We had a deal, keep it, or I'll show you the reason I managed to kill a Leviathan single handedly," flexing a little of my venom blasts around my hands to mimic an aura of lightning.

"Boss," one Ravager whispered, they were scared, "the Lighting..."

"I know boy," Yondu hissed, he grabbed the fallen spear and snarled, turning to the Brooker, "you said this is worth a hundred million?"

The Brooker smirked, "indeed it is."

"Fine," Yondu tossed it to the man, the latter surprised, he then took out a data chip and placed it on the counter, "congratulations, you just got yourself a fancy spear. Now transfer the hundred million, all of it."

The Brooker grinned, "with pleasure," he took the chip and the spear to his backroom, looking ready to faint in joy.

"Boy, what's your name?" Yondu asked, sliding the pieces of his broken arrow into his hip holster.

"Peter," I replied.

Quill's eyes winded, "you Terran boy?"

I nodded, "yup...I'm from the same country Quill's from...speaking of which, I heard you people put a bounty on him."

"And? Got a problem with that?" Yondu hissed, though I could smell the fear hidden behind his bravado, he was weaponless, defenceless, and he knew it.

"He's part of my team now, I would appreciate it if you dropped it," I stressed the last two words, narrowing my eyes.

"And if I don't?" Yondu asked.

"Then every single bounty hunter that tries to claim his bounty will be coming face to face with the team that stopped a Child of Thanos and an invading armada by ourselves….surely you don't want all those people on your conscious?"

"I ain't much for guilt boy," Yondu hissed.

"Hm, well in any case, they'll come, they'll die. But I'm sure eventually they'll become annoying, and when they do we might just decided to solve the problem at the source," I stressed the word, "there isn't any reason for this grudge is there Yondu? Come on, surely you can see who...profitable being on our side can be?"

"Heh….you make a good point," Yondu whispered, turning to his squad, "what do you say boys?! We give Quill a break?! Can't blame the kid for double crossing us, we did raise him to be a Ravager!"

"Ya!" the replied, laughing at Yondu's comment. I smile, ignoring the fact they didn't have much choice at this point.

"Here you are," the Brooker then walked in, handing Yondu his credit chip, "all done. I trust you are satisfied with this exchange?"

Yondu took the chip and after checking his account balance grew a grin that threatened to split his face open, "perfect," he turned to me, narrowed his eyes, "see you around...kid," turning away he and his team left, already yelling about how to spend their new wealth.

"Do you think it's wise to let a man such as him gain so much money?" the Brooker asked once the doors to his store shut done and the grill gate came down, "he is, after all, a Ravager."

"Maybe, but I needed his help and he came, if I didn't keep my end of the bargain it wouldn't look good," I replied, "last thing I need is more people crawling up my ass and disturbing my team...we're standing on a shaky argument as it is, can't risk us breaking apart….thank you for this, your preakness helps smooth things over."

"Please think nothing of it, it's the least I can do after you saved my world," the Brooker smiled pleasantly, though I smelt the underlying feeling of fear and greed he gave off. He couldn't say no to my request and more importantly, he couldn't say no to a chance to own more of my weapons.

"Besides," I shrugged, "what's he going to do with that much of money? Probably spend it all on drinks and robot whores. Maybe a new ship."

"Or a system," the Brooker schoffed, turning to his country to work on something.

I blinked, "wait, what? Did just say system?"

"Yes Sir Parker," the Brooker replied as he took out his data pad, "Xander has a particularly large market, both legal and illegal. If one wishes they can find and buy anything they want, even a planet or system."

"Wait, how is that even possible?" I asked, clearly confused.

"Well, you see companies can and do send out private explorers and the like to outside worlds, and if one such world is undiscovered they can lay claim to said world, as long as it is within their right. If another lay claim to it then...well, things get messy. But as long as it's unhibaitated then you may claim the system."

"Is it...legal?"

"Yes, it is," the Brooker replied, "why I myself have a few systems in my name, mostly for recreational purposes, but they do have their uses."

"Huh….so….out of curiosity...how much would a system cost?"

 **An hour later:**

"You what?!" Sue cried out. Everyone in the living room of our new apartment flinched. Rocket covered his ears, Groot just laughed, Quill and Gamora looked confused while Felicia, Wanda and Johnny seemed to be enjoying this too much for their own good.

I flinched, the shorter blonde managed to make my feel much smaller than I really was. I gulped, "I-ah, well, I mean, I figured why not? It wasn't that expensive so….."

"You spent a hundred million on it!" Sue cried out, "that's all our money!"

"Hey! In my defence that wasn't form our account, I just sold another weapon to the Brooker and he covered everything for me," I tried to say, only for Sue's glare to heaten up. I gulped, "I-I….I'm sorry."

Just then Logan walked in, his favorite mug of ale in hand, and right behind him was Kortta, both of whom looked like they had spend the whole day in bed….which they did.

"What's with all the noise," Logan growled, "can't get a decent night's rest."

"We weren't doing much resting in the first place James," Kortta rolled her eyes, her smile almost blinding with pride.

"Peter bought a system!" Sue cried out.

"A what?" Logan grumbled, sipping his drink.

"A planetary system," Johnny explained, "he bought one."

"You can do that?" Logan blinked, obviously surprised.

"Yes, they are quite cheap," Kotta explained as she plopped down next to Felicia, one leg over the other, "how much did you spend?"

"A hundred million units!" Sue cried out.

Korra's eyes widened, "that's a lot, what did you get?"

I gulped, still a little nervous at my impulse buy. I took out the contract shaky and Sue grabbed it from my hand, reading out loud, "Peter Parker of Terran is now the proud owner the planetary system QIW81-39918, located in the galaxy of….I can't read this word."

"Oh, that's their name for the Milky Way," I explained, "they ah...have funny names."

Sue glared and returned to the document, "the system contains a total of nine planets, three of which are habitable by carbon based life forms. Peter what the shit?!"

"Hey! You tell me the idea of owning a planet isn't tempting!" I cried back, "besides, it was a wise investment."

"May I?" Kortta offered, Sue passed the deed and the woman looked over the systems I had wisely purchased, "he's correct, this is a smart investment…" Sue glared while I smirked, "for a war lord."

"Pardon?" my smile dropped.

"The system is rich with resources and other material needed to build an army," Kortta replied, passing me the deed, "if you so wish, and have the needed resources, you can build yourself an armada with the resources in each planet. Not to mention the fertile three habitable planets you have can serve as a base of operations."

"Oh….I see," I looked down at the map of my system, it certainly had potential, "and, not to mention it's only 50 light years from Earth. It would take us like less than an hour by ship to get home. And, not to mention the fact that if I can perfect short distance teleportation we could travel between home and the system almost instantly! Plus, come on! It's so cool!"

Sue looked at the document and sighed, "fine...I suppose it's...fine," I cheered internally, "but next time Peter you consult me before making such a rash decision, deal?"

"Deal!" I nodded.

"Alright, with that over," Felicia got up and grabbed the pad, "now we get to the fun part."

"What's that?" Johnny asked.

"Names!"

 **Five hours later:**

"What about America?" Carol spoke up.

"Boo!"

"Fuck you!"

"That sounds like a girl's name!" Drax laughed.

"Alright alright, just trying to give a suggestion!" Carol rolled her eyes, throwing her hands up.

"Honestly woman, can you be more of a soldier?" Johnny asked, snorting as he took a chip and munched on it, Carina following his lead, though still unused to the rich food of Xandar.

We had been at this for five hours, eventually it just became a party as everyone brought food and drinks and we all sat down in the living trying to decide what the name of the planets I recently bought should be.

Felicia was curled up by my side, grinning like a loon, enjoying the chaos she had unleashed onto the group. I kissed her brow, holding her close, "alright, fine, any other ideas? If not..."

"No way," Jessica hit my shoulder, curled up on my other side, "you already got to name the star and two planets, you got enough chances."

"Ah I did buy it didn't I?"

"And?" Jessica ignored me. I rolled my eyes, but I suppose she was right, I did name enough of them. The star I named Lee…..Star Lee…..get it? I'll see myself out.

The planet next to the star was called Ditko, in honour of Steve Ditko and the third planet from the star, which was habitable, I called Arachno. Since then we all developed into a free for all naming battle, all trying, and failing, to get a name across.

We managed to only name three more planets, the second planet was called Mustafar, in lieu of Star Wars, where Anakin Skywalker turned into Darth Vader, and the seventh planet from Lee we named Hoth, another Star Wars references.

The fourth planet from the star was habitable, but was covered by 98% water, obviously we decided to call it Atlantis. Was it original? No, but it was funny since Atlantis was real, not that anyone except me knew that.

"Okay, okay, I got it," Johnny spoke up, "how about...Fantastico!" We all turned to him, a look of utter disbelief in our eyes. Johnny sighed, "worth a shot…."

We chuckled, Rocket then suggested calling one planet Deathroid, obviously people disagreed. But while all that was going on I noticed Bill sitting quietly off to one corner, looking..thoughtful. I felt like hitting myself in the head, here I was boating about owning three planets when that guy doesn't even have one for his people.

I'm such a dick.

"Bill," I called out, he looked up, "what was your planet's name again?"

The alien looked surprised, but replied, "Korbin. It was called Korbin."

I nodded, taking the data pad and tapping on the third hospitable planet on the map, typing a name in, 'Korbin II'. Everyone looked at the holographic monitor displaying the newly named planet, no one objected.

Bill in particular looked shocked, "when you find them, you'll need a place to put them," I told him, "from what you told me this planet is the closest in resemblance to your home. What do you think?"

"I-I do not know what to say," Bill said slowly, "as you sure this is a wise choice Peter? A planet is-is-"

"-Expensive?" Carina suggested.

Bill sighed, nodding, "yes, it is a very rich present to give Peter….I-"

"-Just promise me your people don't pollute and destroy this one," I chuckled, "going for a more economical civilization here."

"I-I-"

Just then the doorbell rang out, Quill being the closest to the door, got up and answered it, "hello, how can-holy shit!"

We all got up as Quill stepped aside, revealing Nova Prime herself standing outside, with several guards standing behind her. Logan had his claws out, Wanda and Jessica both grew alert, ready to fight.

"Nova Prime, this is unexpected," Carol stepped forward, standing between us and her, "can we...help you?"

"Yes, may I come in?" Nova Prime asked, flashing a disarming smile at us all.

Carol turned to me, raising an eyebrow, I nodded as we all moved aside, letting Nova Prime and her small army into the already cramped flat. We in turn were backed up against the destroyed far wall of the flat, which Felicia blew up when she took out the Liberty to attack the Chitauri.

"This flat is quite small," the woman noted, looking around, "how do eighteen of you live in such a restricted environment?"

Logan snorted, "we cuddle," earning a chuckle from Quill.

"I see," Nova Prime drooled out, "either way...I come today not to cause trouble, as I've told you before all your criminal records have been expunged from our records, you all are not criminals, so you have nothing to worry from me."

"They are more than just ' _not criminals_ '," Carina replied, her eyes narrowed in rage, "they are heroes. You best understand that."

"Carina," Johnny warned, a smell of fear and worry rosed up around him.

"No, she is correct," Prime admitted, a smile coming out in full force, a smile that I immediately recognized to be as honest as a politician's back on Earth, "and that is why we want you to stay."

We were all shocked. "Say what now?" Tandy blinked, sharing our surprise.

"After news of your defeat of Thanos' army spread even the Kree ceased firing," Prime said, sounding almost ecstatic, "after hearing about a team of heroes, lead by the Rouge Kree warrior Vers," motioning to Carol, "they immediately began renegotiating the terms of the peace agreement. Your team stopped a war, a war that could have been much longer and bloodier."

"Well...you're welcome," Quill smirked much more confident than before, "it's what we do, save planets and stuff."

"But why do you want us to stay?" Jessica asked, narrowing her eyes, "unless-"

"-You want to make us you mascots," Logan spoke up, everyone detering to the veteran of over a dozen wars, "a poster child for the Nova Empire. Am I wrong?"

"No, you are not," Prime replied, her eyes narrowing on Logan for a second before he smiling demeanor came back, "like your companion said, we want to make you citizens of the Nova Empire, and with your help, we can prevent a tragedy like the Chitauri invasion from ever happening again….what say you?"

She looked at Carol, who frankly looked confused, "ah….well, I mean, I'm all for it but, I'm not the leader here, you know that right?"

Prime nodded, "yes, but you see, he isn't...well...the great Vers is a much more...fitting image of a leader than some unknown child from a back water world."

"I'm also from said backwater planet Prime," Carol hissed.

"Apologizes, but you know I'm right, yes?" Prime said, "the galaxy knows you, they fear you and love you. You are an angel to some and demon to others. With you and this team...no one would ever invade our home again."

"And if we say no?" I challenged.

Prime narrowed her eyes, "then I must ask you to leave."

"Why?!" Rocket cried out, "we just saved the whole damn planet!"

"Because you are too great a threat to left unchecked," Prime replied, "so you have a choice, join us...or leave. If you will not be a part of the Nova crops than others will think us weak...they will use this to their advantage."

"So we save your ass, and in return you're just going to kick us out?" Quill said angrily, "yeah right, how's that fair?!"

"Quill, they are right," Gamora spoke up, her eyes narrowing, "we drew attention to ourselves by defeating Thanos...we best leave, or else he will come for us...and many more innocents will be hurt as a result."

"So, we're fugitives, again?" Rocket rubbed his eyes, "great, just great."

"I understand you feel insulted, but I do not see any other way, so please," the many Nova officers behind her raised an aimed their weapons at us, "do not make me use force."

BAMN!

A shockwave of red telekinetic energy exploded out from Wanda, blasting every single Nova officer away, hitting our apartment walls, leaving Nova Prime alone standing.

"I'm sorry, you were saying?" Wanda asked, her eyes glowing a bright red. She grew ready to blast Prime also when Felicia stepped in, placing a calming hand on her shoulder, causing Wanda to slowly power down to normal.

"I know I cannot defeat you," Prime cleared her throat, "you….you all are the greatest threat to the galaxy I have ever seen. A group of individuals such as you are not to be taken lightly, but I beg you, please….leave."

The others seemed angry, so was I if I was honest, but before anyone said anything, I nodded, "I understand," everyone seemed surprised, "we were planning on leaving anyway, we'll be out of your hair."

"Peter!" Sue cried out, "this isn't right!"

"Sue, we can't stay here much longer anyway," I reasoned with her, "or did you forget the reason we came into space in the first place? We've kept Jean waiting long enough, it's time to go."

The woman didn't seem to like it, but she accepted my reasoning. I turned to Prime and nodded, she ordered her men, those still concious, to stand down and drag away their unconscious colleagues.

It took us around an hour to pack up all our stuff from the apartment and put it away. Logan said goodbye to Kortta, both of them agreeing ti was best to depart on decent terms rather than forcing something. It was...mature of them.

We made it to the spaceport where Quill kept his ship, climbing into the Milano and docked in the cargo bay of said ship was the Liberty, turned off, serving as a ship within a ship.

Quill, Rocket, Gamora, Felicia and Sue got into the Milano's cockpit, with Quill getting into the pilot's seat and Rocket as co-pilot. The moment we were given permission to launch we were out of there, Xandar becoming smaller and smaller as we flew into space.

"Set coordinates for Prevor-2344," I explained, passing the coordinates from my system to his, "that's our only clue so far."

"Clue for what?" Rocket asked, "you know, you never told us who exactly you're looking for."

"Jean," Felicia explained, "our girlfriend."

Quill blinked, "wait, 'our'?" he turned, looking between Felicia and me, "you mean you two-"

"-Yes," I nodded.

"So, three?"

Felicia rolled her eyes, "yes...for now anyway," she whispered the last bit, though I heard her.

"...Damn, alright," Quill turned to me, "good luck with that man."

"What's that supposed to mean?" I asked.

"Most people think having more chicks is a blessing, trust me, it is not," Quill snorted.

"Or maybe you just can't handle them," I smirked.

"Hey, I'll have you know I can handle anything!" Quill replied, "now shut it! I'm trying to fly here!"

"It's going to take three days to get there," Sue spoke up, reading off the navigations control.

"Well what are we going to do for three days?!" Rocket cried out.

Felicia shrugged, "you could use the Danger room, or maybe the lab."

"Wait...Danger Room?"

 **A few days later:**

Traveling in space was...borning to say the least. Well, for the rest of the crew.

Bill, Logan and Drax hit the gym, or rather training room. They were obsessed with fighting and once Drax learnt there was a setting to adjust the gravity in there he went nuts trying to one up both Bill and Logan.

We all started calling them the Gym bros.

Johnny, Sue and Rocket spent most of their time in the lab, Sue working on a formula that would prevent interspecie sexually transmitted diseases, obviously Johnny's new beau was on her mind, and Johnny and Rocket got to work making weapons, which, well, Sue didn't approve off but admitted it was needed, especially since we were now flying solo.

Carol and Jessica seemed to spark something of a friendship as the two was seen hanging out more and more often. The two women were robbed of their time on Earth and bonded over their shared experience of working for the bad guy, Carol with the Kree and Jessica for HYDRA.

Gamora took to training, gaining Scott as a student in hand to hand combat, the mutant boy knowing he had much to learn and that his physique needed more training and who better to teach him the the galaxy's deadliest assassin?

Rogue, Wanda and Tandy went back to the library, Felicia and Carina spent most of their time playing on the few galactic videos games Quill had on board, I was seriously regretting not getting a playstation or something for the ship.

Which left me….well, free. And while I love my crew, who I frankly think kicks the ass of any other team out there, I was a solitary creature by design, I needed my own private research time.

I took the furthest bedroom in the corridor and converted it into my personal lab, inside of which I deposited all my equipment and possession. Over the last few days I had worked on the suits for the rest of the team, suits which would enhance their abilities, it took me a day to finish designing them all, leaving it up to the machines to finishing returning them.

I then turned to my own suit. It was still...wonky to say the least.

It took me a while to analyse it and understand why this thing failed as it did. The answer was simple….I didn't know.

The fact is there was so much about my powers I didn't know about. So many factors at play here that I couldn't even begin to explain where my powers came from let alone what the result of using them were.

Thor's blood, did it give me just lightning or something more? Did it change me so fully that even unstable molecules were affected? I didn't understand, what I did know is that the vibranium nano tech i was using got fried.

I had to replace the internal systems and while it was possible, it was going to take some time, and it would pointless if I didn't understand why it happened so as to prevent it from happening again.

Freaking magic.

I tried testing my powers with a standard UMF suit and found it able to stand up to the lightning. My guess is that since the nanobots in my suit got fried they started behaving poorly, a UMF suit which can only transform and have no need for nanobot to keep me together would be fine.

For now, it seemed I would be going back to the UMF suit until I could fix my nanosuit. Which was fine….going to miss the nanobots though.

I had it take on my classic suit design, a black and red spider suit without a mask, I wouldn't need it anymore. I also took to wearing the Thriller jacket Felicia got for me, helped me pull off the intergalactic space captain thing I was going for.

I then got working on a side project, something I got into my mind after I purchased the Marvel system, yes, that's what I decided to call the system I bought. Felicia didn't like it either. Carol was flattered, until I told her it had nothing to do with her moniker.

It was some time later when I received a call from the bridge, "Peter, you might want to come and look at this," came Quill's panic stricken voice.

I rushed out of the lab, locking it behind me, running up through the ship and out into the Milano's cargo hold. By the time I reached the cockpit, everyone had already gathered as we were all staring out the window in the face of the planet below, Prevor- 2344.

It was shattered, the surface of the planet had been cracked open like an egg. Bits and pieces of the planet drifted off into space, the core of the planet was explored, burning red as the magma slowly cooled down, the black tar of obsidian gathered around it's edges.

"What happened to it?" Wanda asked, terror in her voice.

" _Peter, I'm picking up an cosmic energy signature that matches the data we have on the Phoenix,_ " Sexy sounded off on the PA, " _Ms. Grey was here._ "

"Jean did that?" Scott asked, fear creeping up on all of us, "s-she destroyed a planet? Why?!"

"This is what you're going after?!" Quill cried out, "what can do this?!"

"A force of nature," I whispered, but something didn't add up. I groaned, "but….this doesn't make any sense, Jean isn't...the Phoenix can destroy and is good at it, but it wouldn't do so without reason."

"Whatever the reason, it's clear we don't have a lead anymore," Logan grunted, sipping from his ale, "this thing...Parker, are you sure you can take it?"

"I know I can," I replied, the image of my secret weapon coming up in my mind, "but you're right, we don't have a lead anymore...damn it!" I smashed my fist against Quill's ship denting the hull.

"Hey! Watch it!" Quill cried out, "unlike you, I actually still need to pay off my loan! Crazy rich bags."

"What about the Shi'ar empire?" Sue suddenly spoke up, gaining everyone's attention, "the Brooker said they kept track of the Phoenix didn't he? If that's' the case then they are probably who we should speak to next."

I groaned, "I don't know much about them...and given our status in the galaxy I...can we risk it?"

"The Shi'ar Empire is a proud war loving nation," Gamora explained, "even Thanos takes caution when fighting against them, often using guerilla tactics rather than straight on battles like he did in Xandar...they are dangerous, but honorable….though I admit the recent talks of their emperor have not been-"

BOOM!

The entire ship jerked to the side as we got hit by something loud. "What the shit?!" Johnny cried out, "what hit us?!"

"A ship just came out of warp and is firing on us," Quill exclaimed as he hit the theaters, "I'm taking the ship into the debris of the planet, we can hopefully avoid whoever it is there!"

"I'll man the cannons," Gamora said, quickly moving out.

"I'll join you!" Jessica said, following the assassin.

"Carol, can you breath in space?" I turned to our biggest weapon on hand.

"Not without my suit," Carol explained.

I clicked my teeth, turning to the terminal I began typing away until I managed to get an image of the rear camera on the ship to track and display what exactly was coming for us.

It was a ship shaped like a gun with an elongated hammer pin, a curved tapering hand grip and two thin wings placed on the side making it look similar to a solar sail.

"What is that fucking thing?" Felicia asked as it fired at us over and over, only missing by a hair's breadth.

"Good flying," Johnny patted Quill's shoulder.

"That was me!" Rocket cried out, pissed off.

"It's a Shi'ar design," Carina spoke up, looking at the image with narrowed eyes, "but it doesn't bare the markings of the empire...it's odd."

"Stolen?" Felicia waggered.

"Possible," Carina nodded.

"Pirates," Drax hissed, "I hate pirates."

"...Quill," Scott turned, "let them board us."

"What?!" everyone cried out at once.

Scott flinched, "look, like it or not we aren't the best in space fights, and prolonging this will do nothing but damage our ship. Let them come on board and then we can take them out."

We all shared looks before agreeing, I had to admit, there was a reason Scott Summers lead the X-men.

"Alright, for the record, I say this is a crazy plan and I think it's totally going to fail," Quill spoke up, "I'm hailing them our surrender now."

"Quill! Why are we surrendering?!" Gamora cried out through eh coms.

"When they board us we'll take them," I quickly replied, cutting off the communication.

We all felt nervous as Quill took us in, bringing the ship down slowly next to a giant asteroid that might have once been a flat plateau on the planet below us. He turned off the system and the pirate ship chasing us approached.

They moved cautiously at first to see if it was a trick, upon discovering it wasn't they swooped in and the ship jerked to the side thanks to a tractor beam. There was a loud snap as the ship's hull was magnetically locked to the pirate's.

"They opened the airlock, their coming for us," Quill said as he unstrapped himself, guns out.

"No," Logan smirked as he released his claws, "we're coming for them."

"Capture them," I ordered, "if they stole the ship form the Shi'ar Empire that means they could know how to get passed their security. We need them alive. That means Johnny, you and Scott can't use your powers."

"What? Why not?!" Johnny asked. We all gave him a blank look.

"It's because you cause too much damage Johnny," Carina replied a sweet caring smile on her face that seemed to melt all of Johnny's protest.

We walked down the corridor, Logan leading the way, until we reached the end to the airlock and came upon what had to be the strangest looking pirates I have ever seen in my entire life.

There was a giant lizard man that matched Groot in size, covered with scales and a half hearted glare and black pants with purple highlights and a pair of boots. He looked like if Hulk and Killer Croc in space.

A white skinned woman with silver hair that came down till her hips, dressed in skin tight clothes, a shoulderless black top with blue pants and brown shoes, a blade in each hand. She didn't have skin, instead her body was covered in fur and behind her was a long silver tail….whatever, I don't even care.

Then came this half organic, half cyber looking humanoid with a blaster in each hand. He had a black suit over his organic side byt the silver metal of his robot body was exposed with heavy gauntlets and boots, he held a vacant if not robotic look.

And the final one seemed the most normal, looked fairly human, but in our galaxy that could mean anything. He had a full beard that came down that grew in thick with pepper white hair mixed in with his natural brown. He looked around fifty and wore a black and red suit with a blue scarf around his neck and a yellow belt with a blade strapped to it and a blaster in one hand.

"Greetings ladies and gents!" the human looking guy smiled, "I am the great pirate Corsair! Leader of the Starjammers! We, are pirates! So if you please, all the credits on boards, any fine jewels and such like finery and also every single weapon you have onboard."

"Holy shit!" Quill cried out, almost screaming in joy, "you're Corsair! Guys! He's Corsair!"

"Ah, a fan!" the man chuckled.

"Oh great," the lizardman rolled his eyes, "he found a fan."

"He's not going to stop for a week," the silver haired furry sighed, rubbing her eyebrows.

"Oh come of it! It's not my fault I'm amazing!" the one calling him Corsair commented, grinning like a loon.

"Quill? Explain," I asked.

"That's Corsair!" Quill cried out, "you know! Corsair! Intergalactic pirate and legendary bounty hunter! He escaped from the slave pits of Shi'ar empire and-gasp! You're the Starjammers!"

"Ah-"

"-They're this group of pirates that were former slaves turned awesome butt kickers! Yondu used to tell me stories about them! They would rob from the criminals of the galaxy and use it to help the needy and-gasp! Are you here to rob us?! Oh my God you are aren't you?! You're here to rob us! Quick, Johnny, grab a camera and get a picture of me and Corsair!"

"Quil! Not the time!" Carol cried out.

"So I take it your a fan?" Corsair asked, "well if you are then I'll cut you a deal, I'll only take half, how about that?"

Quill looked like he had just gotten an adrenaline shot to the heart, "gasp! You mean it?!"

"Quill!" we all cried out.

"YAH!" Gamora suddenly jumped down from the rafters, sword flying out as she swung it down at Corsair.

TANG!

The white furry stepped in, smirking as she blocked Gamora with her own blades, "I smelt you coming, you're slow."

"That's Hepzibah!" Quill cried out, "she's like this ninja assassin! She can cut people's faces off and skin them alive with her talons and she can smell like super far! She's like a lion on two legs!"

"Ya!" Gamora growled as she and the cat lady got into a brawl, Gamora kicked at her head, only for Hepzibah to jump over it grabbing Gamora's leg with her own and using it as a leaping board to jump behind her and land in a couch.

Hepzibah spun around, blades ready to slice at Gamora, only for two web lines to grab her wrists and pull her aside. The cat lady looked up, just in time to jump away from Jessie who dropped kick down, smashing the grill floor.

Gamora and Jessica circled Hepzibah, the three women eyeing each other, Jessica rotated her wrist, the web shooters I had given her would take some adjusting.

And then, like a spin on a dime, the moved, leaping at each other, Gamora struck at Hepzibah's blades before sweeping her leg, the cat lady somersault and landed on her feet before quickly jumping back to avoid Jessica's own kick.

They began to fight faster than any normal human ever could, even Natasha would have had trouble keeping up with these three super human. Gamora got hit in the ribs, Jessica in the knee while Hepzibah got a web to the face and a shallow cut on her hand.

"Alright, I had enough to this, Wanda, grabbed the girls, I'll blast the cat," I held out a hand, Wand and I moved as one and the three fighters were suddenly thrown up into the air before summoned back to their respective sides.

"We had her," Jessica glared up at me.

"I know, but the idea is to not kill her," I replied, stepped forward, "look ah," I turned to Quill.

"Starjammers," he eagerly supplied, wiping away the drool forming on the corner of his mouth.

"Right, Starjammers, listen, we aren't hiding anything valuable, and even if we do, you all are clearly outmatched and out numbered," I explained.

"Oh, I think we can take you," Corsair smirked, turning to the big guy, "isn't that right Ch'od?" the lizard man grinned, cracking the knuckles of his giant fists.

"We got one of those too," I motined to Groot.

"I am Groot."

"He is Groot."

"We have a sharpshooter who can blast the wings of a fly," Corsair pointed to his cyborg.

"I can blast through the hulls of ships," Carol supplied.

"Which I'm asking you again not to do!" Quill quickly hissed.

"Ah...well….maybe a truce would be everyone's best of interests," Corsair said slowly, eyeing Carol, "the Kree rebel, Vers...so that must mean this is you team. If I'm correct you stopped the invasion of Xandar, yes?"

"Ah, yeah," Carol shrugged sending me an apologetic look. I rolled my eyes, how much older do I gotta look before people start taking me seriously?!

"Well...then we certainly are outmatched huh?" Corsair replied nervously, putting his guns away, motioning to his allies to do the same, "now then, how exactly can we help you today my fine lady?" earning a growl from Hepzibah who seemed to glare at Carol.

"What happened to the planet below us?" I spoke up, cutting between Corsair and Carol.

"And who might you be young man?" the pirate asked, "haven't heard of you before."

"I'm new," I shrugged, "now, the planet?"

"Now now, it's proper edicate to introduce yourself properly when meeting someone new, didn't your mother teach you that?"

"She's dead," I replied flatly.

"Then I'll teach you!" he replied, not missing a beat, "I am Corsair! Legendary pirate and outlaw from the planet Earth! You may know it as Terran!"

"Wait, you're from Earth too?!" Johnny cried out, "what the shit?! Why is it that everytime we do something we think no other human has done before, suddenly a human come up who has?! How many humans are in space anyway?!"

"Oh, you all are from Earth as well?" Corsair asked surprised, "where are you from?"

We all looked at each other before replying, "America."

"Sokovia," Wanda was the only one to say different.

"Outstanding!" Corsair replied, looking almost ecstatic, "I'm from the old old USA as well! Of course back then I went by another name, another life."

"What's your real name?" I asked out of curiosity, wondering just who this person was.

"Major Christopher Summers," the man struck a grin, "airforce, happened upon an alien ship during one of my flights, changed my life forever!"

"Wonder where I heard that before," I said, turning to Carol, who looked just as surprised at we did at the coincidence.

"W-wait," Scott suddenly said, "say that again."

Corsair looked confused, "hm? Say what again?"

"MY-your name, say it again!" Scott practically screamed.

"Christopher Summers," Corsair replied, looking confused, "why? Do I know you?"

"No...no!" Scott cried out, taking several steps back, "it's not true! Stop lying!" I smelt fear, panic, anger, rage, boiling rage come up from inside Scott as tears streamed down from behind his goggles.

"Scott! You okay?!" Rogue immediately leapt to her boyfriend's side, grabbing hold of him, only for him to pull his hand away, almost afraid to be touched.

"You died! I saw you die!" Scott cried out, "you died an-and so did Alex! You can't be alive!"

Corsair's eyes widened, they teared up as the next word out of his mouth took us all for a spin, "s-son?"

* * *

 **Alright, first thing: there will be no extra chapter this week. I know I usually do one in honor of a new Marvel movie but I honestly didn't have the time this week.**

 **Also yes, Scott's dad is a space pirate, look it up, it's canon, and awsome canon at that. One of the reasons I was excited to have him and Rogue come along on this trip. I have so much in store you guys are in for a ride!**

 **Until next time, peace!**


	80. SW- TROTJ 1:35:10

We sat around the cargo hold, the Liberty pushed against one corner as the rest stood around, silent. Corsair, Christopher Summers, was silent, he hadn't said a word since Scott threatened to blow his face off if he ever called him 'son' again.

That was ten minutes ago.

Scott had run off into the Liberty, Sexy told me he was in the Danger room, blowing up anything he could. Lucky the shields inside there could take anything, even a pissed off Scott Summers could throw at them.

"So," I spoke first, "Christopher Summers...how?"

Corsair looked up, he looked at me, but in reality, he wasn't paying attention to us at all, "it's a long story kid….how did Scott come here? He...he's supposed to be on Earth."

"You don't have the right to know anything about him," I spat back, narrowing my eyes, "if Scott wants to, he'll tell you."

Christopher turned to the Liberty, narrowing his eyes, "how long will he be in there?"

"I really don't think you're in a position to demand a quick response," Quill stepped up, all signs of his hero worship was gone, or suppressed, ever since he found out that Corsair was a neglectful father. Daddy issues were kind of a trigger point.

Come to think of it...every single memeber of my crew had daddy issues. Richard and I never got along, Johnny and Sue lost their dad, Logan killed his by accident, Rouge was an orhpan, Tandy's dad died leaving her with an abusive step-mom, Wand's dad was Magneto a literal super villian, Jessica's father conducted a science experiment on her that put her in a coma to save her life and I'm pretty sure Carina's dad sold her into slavery. And I'm willing to be some vibranium Carol didn't get along with her dad as well.

Literally the only ones I don't think have daddy issues is Bill, and that's only because I don't think he even remembers his father.

Fuck.

Like seriously, fuck. We should be called the Daddy issues squad.

Corsair sighed, rubbing his eyes yet again, "I just...I thought he died…..I didn't-I didn't know," his team surrounded him, all sending him pitying looks.

"Did you even check?" came Scott's voice. We all turned to see him walk out the ship with Rogue behind him, her eyes narrowed with worry and little bit of rage pointed at Corsair.

Corsair got up, "I-I did but I-"

"-Don't lie to me!" Scott roared, his fists clenched and his anger so great Jessica and I actually had to cough out the scent. I had never smelt anger so toxic before, I shared a look with Jessica and she nodded in worry, it was honestly a mystery how Corsair wasn't a smoking pile of ash at this point.

"If you even bothered to check you would have found me! In the hospital! For five months!" Scott roared, "Alex was gone! You were gone! Mom was gone! I….why?! What were you doing that was so important that you didn't even come back for me?!"

"I….I went to save your mother," Corsair admitted, his head hanging in shame.

"Explain," Scott growled, "now."

"I...alright, of course," Corsair nodded, looking at everyone gathered, "can we do this somewhere else?"

"No, whatever you have to say, they can hear it," Scott spat before turning to us and finishing at Rogue who's hand he held onto for dear life, "they're my family."

Corsair looked broken, but he nodded in understanding. He leaned back and sighed, rubbing his face before looking up with eyes empty of all mirth and joy it held when we first saw him, replaced by a shadow of...despair.

"I'm not human," he began, startling us all, except his team. Scott looked...well, can't judge much from his eyes, with the visor and all, and his emotions were dialed to anger so the tiny emotions were harder to pick up, "I'm a ...well, I'm a human-Shi'ar hybrid, designed by the Shi'ar Empire to infiltrate and observe Earth."

"You were a spy," Jessica explained simply.

Corsair nodded, "yes. At the time the Skrulls had taken an interest in your home, the Shi'ar Empire made me in order to find out what...by the time I did, well..." he turned it Carol who smirked, "anyway...while I was there I….I fell in love...with your mother Scott. Her name was Katherine."

Scott was silent, he nodded, motioning for his father to go on.

Corsair sighed, "a few years went by...you and Alex were born and I...well, I turned my back on the Shi'ar empire. I figured they wouldn't care about some lab experiment gone wrong, they had more important things to do. I also faked my death, just in case they did get curious. But then one day...that day, when I was flying you back from the Bahamas, our plane was attacked."

"I remember," Scott whispered, "pirates."

"Is that what they told you?" Corsair asked.

Scott nodded, "that's what the evidence told the police that investigated your plane crash."

"They were wrong," Corsair snorted.

"Well maybe if you were there you could have told them that," Scott replied with a snap. I raised an eyebrow unconsciousness, damn...that was cold.

Corsair flinched as well, though he seemed to take it well enough, just nodding rather than commenting, "well, they were wrong. It was a Shi'ar scout ship, and Katherine and I knew we couldn't let them touch you and Alex."

"Why not?" Scott asked.

"When one from the Shi'ar race mixes their blood with that of a genetically inferior race they tend to produce children with abilities beyond the normal."

"Mutants," Logan grunted.

Corsair nodded, "yes. Some, like those on Earth, can be made between humans, but that's always a gamble. But when Shi'ar blood is mixed with human then, well the child produced will almost always be a mutant, and a powerful one at that."

"So wait, are all mutants Shi'ar?" Sue asked, her analytical mind shining through.

Corsair shook his head, "no. I don't understand the genetics of it, but you have your own form of mutation on Earth, Scott's powers however are vastly different, both in class and power."

"Bullshit," Scott snapped, "there are plenty of mutants on Earth who are stronger than me. Shit, Peter is a man-made one and he's ten times stronger than me."

Corsair turned to me, eyeing me up, "that might be, but it's simply because you haven't been taught the right way to use your powers. If you want, I could show-"

"-No," Scott cut him off, "just...tell me what happened next."

Corsair sighed, "so, with no other choice Kathrine and I sent you and your brother with the only parachute...what we didn't expect is that the wind to blow you both so harshly. We saw to crash into the rocky shore and I thought...we thought ..."

"Next," Scott replied coldly, ignoring Corsair's tears.

The man nodded, "yes, right. I...we got captured. They took us back to the Emperor, to be trialed. It must have been a slow day for the bastard because he took his time. D'Ken, the Emperor of the Shi'ar Empire, wanted to make an example of us...both of us. He threw me into a slave pit and separated me from you mother."

"What happened to her?" Scott asked.

Corsair sighed, "I….I eventually escaped, with the help of the people now my crew," he smiled at them, "my family...they were fellow slaves and when we managed to get free I searched for your mother. It took me months, but I found out what happened to her….D'Ken took her as his own, made her a part of his harem."

A ripple of disgust, anger, sadness and pity filled the air.

"He heard about how a half human and half Shi'ar baby would be powerful beyond compare and demanded a child from her...what he didn't know is she had already been pregnant at the time...with your brother."

No one spoke, not a word.

"I managed to get to her, the look on her face when she realised I was alive, you could make a star jealous with that smile," tears pooled onto Corsair's eyes, "we ran away...but were caught at the last moment by D'Ken and his champion...Katherine begged for my life, begged with the Shi'ar emperor, but D'Ken had no mercy. He had grown tired of her. He agreed to spare me and my crew but in return….he wanted her life.

"I didn't even have a chance to fire a blaster bolt into my head before she agreed. D'Ken ordered his champion of ripe her head off….he then threw us into a ship and blasted us into space….she died Scott…..she died trying to protect me."

Scott's body was shaking, but it wasn't fear, it wasn't sadness, it was rage. Pure, unbridled rage. He turned and walked away.

Rogue moved to follow, "Scott-"

"-NO!" he cried out, "leave me alone!"

Rogue looked hurt, Felicia and Wanda were already by her side, taking her away, whispering to her to be patient and wait, Scott would come around.

Sexy tracked Scott back to the Danger room, no one here was speaking. I however was beginning to get annoyed, the silence was...irritating.

"So...anyone want a drink?" I asked, everyone turning to me in silence. I shrugged, "after that story we need a drink. Come on, I'll open up the good stuff. Logan, we're sharing."

"Fine," Logan grunted, shurgging, giving Scott's newly revealed father another look. We all moved slowly into the ship, my crew going in first to set things up while Corsair and his team held back looking uncertain.

"This doesn't look like it can fit us all," Corsair replied, "and I don't think Scott wants to see me right now."

"Trust me, it's bigger on the inside," I smirked, motioning them inside.

They looked uncertain, but slowly followed in, gasping the moment they stepped in. They looked around in awe, surprised at the size.

"I-It big!" Hepzibah gasped, her tail flicking from side to side to indicate excitement, if she was anything like an Earth cat that is.

"Yup, come in, the kitchen is just through there," I motioned, pushing them along.

"This is amazing!" Corsair gasped, looking at the enlarged interior, "just how much bigger is this place?! How did you achieve such technology? I doubt human tech has improved so much in the last decade or so."

"Eh, I'm somewhat of a genius," I shrugged as we walked into the kitchen. A few people sat, a few stood, but they all avoided the couch, obviously deciding that was where the Starjammers were going to sit.

"Please, sit," I motioned to the couch. They sat down without much complaint, though an awkward silence fell between the two groups as they just stared at each other.

I mentally linked my mind with Wanda, Felicia, Bill and Tandy, " _guys, a little help here?_ " I motioned to the kitchen.

"Right," Felicia got up as we five stood behind the bar, Felicia getting the mugs out, Tandy cleaning them while Bill and I fill them out from the casks of ale we had. Not the dwarven stuff, that was too strong, but rather some simple Asgardian drink that most considered basically water.

"So," Quill began, breaking the tension, "you said you're half human yourself right? Do you have powers too?"

Corsair smiled, shaking his head, "no. The Empire didn't want a simple scout to draw attention to itself by boosting extraordinary powers. When I was being made I had all my genetic sequences altered to match that of humans with some Shi'ar left over to activate the mutation in Scott and Alex. The only reason I'm considered half Shi'ar is because I used to be on, before the operation of course."

"And the rest of your crew?" Sue asked, "you all seem to be from different species."

"We are," the lizard man, Ch'od said, his tone carrying more intelligence than one would think, "each of us are from different races, but we all were part of the Shi'ar Empire."

"Wait, I don't understand, how can….they conquered your planets didn't they?" Carol narrowed her eyes.

"They don't call it that," Corsair shook his head, "they call it 'Marrying'. They say a mixture of races into the Shi'ar bloodline will benefit the empire, Scott himself being a prime example of such an event."

"So...do most people in the Shi'ar empire have powers?" Jessica asked.

"Some, not most," Hepzibah replied, licking her paws, damn, she is a cat, "they are not all powerful. Some pointless, some bad. Some deadly."

"It's a gamble with other races," Corsair explained, "only humans seem to give a more positive outcome."

"Does the Shi'ar empire plan on attacking Earth anytime soon?" I asked quickly.

Corsair looked confused, "why would they do that?"

"To produce a race of genetically superior super powered children?" I guessed.

The Starjammers looked at each other before they exploded into laughter. "Ha-ha! That's one hell of a sense of humor you got there kiddos!" Corsair chukled.

"What's so funny?" Sue asked, confused and annoyed, "it seemed like a logical question."

"Sorry, it's just...you don't know D'Ken, he would never allow such a thing."

"Selfish man," Hepzibah hissed.

"The emperor guy?" Johnny asked.

Corsair nodded, "very same. He's paranoid, dangerously so. He would never allow anyone other than someone related to his bloodline to possess such powers. If I recall he actually put a ban on Earth, afraid of his enemies obtaining a child that could kill him."

"This D'Ken sounds like a tyrant," Gamora spoke up, obviously an expert on the subject.

"Oh, he is," Ch'od growled, "he's a monster...and that's coming from me."

"We've seen worse," Logan snorted, others nodding in agreement, though Ch'od looked too confused to understand what we meant.

"He's a dictator," Corsair explained, "he has the same opinions on race as Hitler did and has the work ethics of Stalin. He's a monster, to his people and the galaxy. He enslaves people, destroys planets, all in the name of expanding his empire."

"Do people support him?" Bill asked.

"Some, not all," Hepzibah shrugged, "most scared, can't speak, promised pain."

"And those who do...well," Corsair sighed, rubbing his temples, "I'm one of the lucky ones."

"Well, at least you're alive," I said, placing the filled mugs of ale on the kitchen island, Wanda waving her hand, causing a red aura to surround the mugs, lifting them into the air and sending them to people around the room, Corsair being the first one to get a drink, Logan and Drax right behind.

Corsair looked at the drink, cautious, he eyed us all before sipping the drink, his eyes shooting up, "that's strong!"

"Piss water," Logan grumbled, obviously upset he couldn't drink his usual concoction, "we have ale ten times stronger than this," and to prove his point he chugged the mug with ease, wiping away the foam.

"Really?" Corsair asked in surprise, "how are you able to drink so much? The alcohol levels can kill you three times over."

"Some of us have a stronger immunity to the stuff," I spoke up, "like Logan and me. Our bodies have a stronger metabolism and so the weaker drinks often get converted into sugar before we even feel the effects."

"You have powers? You are a man-made mutant, yes?"

I nodded, "yup."

"I see, what are you powers, if I may ask?"

"Ah...it's kind of a long story," I rubbed my neck nervously, motioning to Wanda's powers, "just take my word for it when I say it has its ups and downs...Corsair, if you don't mind me asking, how well do you know the Shi'ar Empire?"

The man shrugged, "considering I used to be one of them, pretty well. Why?"

"Tell me...what do you know about the Phoenix?"

"PFT!" Hepzibah spat out her drink, Ch'od seemed to gulp his down in terror and Corsair looked...conflicted.

"Not much...may I ask why?"

"That planet out there," I motioned to the digital window by our side which displayed the outside view, "did the Phoenix do that?"

Corsair narrowed his eyes, his teammates now looking at us with worry. He finally spoke, "why does that concern you? What's your relation to the Phoenix Force?"

"She's the reason we all came out here in the first place," I told him, "the current host of the Phoenix force is human...and our friend. We came out here to get her back, the last known sighting of said cosmic force was here...so, I'll ask you again; what do you know?"

"I'm sorry, but I don't know anything," Corsair said, sipping his drink. I heard his heartbeat skip, I sighed.

"You're a bad liar bub," Logan snorted.

Corsair narrowed his eyes at Logan, "I am not lying. I swear I don't know much about the Phoenix."

"One of my powers, which I share with Logan here," I motioned to said mutant, "is the ability to hear just about anything. Including your heartbeat, which skips every time someone lies. While you may be a Shi'ar, you are also human. So, tell me, what do you know about the Phoenix?"

Corsair narrowed his eyes, looking at us before turning to his companions, nodding. They stood up as one, "thank you for your hospitality, but I think it's time we leave."

"Your leaving? Again?" Scott's voice rang out, he was standing at the kitchen's door frame, his anger now controlled but still very much there, "why am I not surprised?"

"Scott, I-"

"-Tell them what they want to know," Scott ignored his father's pleads, "tell them about the Phoenix."

"...Fine," Corsair sighed, turning to me, eyes narrowing, "you don't know what you're getting yourself into boy...what exactly do you want to know?"

"Did the Phoenix destroy that planet?" I asked, a crisis of concious pushing me ahead. Would Jean, my Jean, ever do something so heartless? I just couldn't believe it.

"No...but that planet is gone because of it," Corsair explained, "the Shi'ar Empire has...a difficult history with that Cosmic Force. They aren't ...well, if I'm being honest, they're scared. The last time the Phoenix turned its eye on them they...they lost nearly half their empire. Billions if not trillions of lives were lost. So when they heard that it came back, they decided to launch a preemptive strike. The battle...well, you see the resulting wreckage before you."

"So why were you here?" Scott asked, "what would a pirate want with a broken planet?"

"We were hoping to pick up on some stragglers," Corsair explained, "we were planning on capturing them and forcing them to tell us their access codes."

"What did you plan on using said codes for?" Carina asked.

"Slave pits," Hepzibah spat.

"They change the codes every week, so our only option was to steal said codes before they expire," Corsair explained.

"How many?" Sue whispered what we all were dreading to ask.

"Hundred of thousands of slaves being kept by the Shi'ars," Ch'od explained, "they are treated like dirt on the shoe of the Empire. Breed to be used as breeding stock or just to be killed. Experimented on...tortured."

"Calling them similar to the Jewish camps of Nazi Germany wouldn't be too farfetched an idea," Corsair clarefied, "only they are more crowded."

"Where are they being kept?" I asked, venom in my tone. Those who knew me best looked surprised, they already knew what I was planning, after all the last time I had this tone of voice I blew up SHIELD.

"Most of them are kept on planets the Empire has already conquered," Corsair explained, "we tracked a few down to a nearby system just a few hours away."

I turned to my team, "who wants to kick space Nazi ass?"

"I'm in," Carol raised her mug.

"Getting a sense of deja vu, haven't fought Nazis in a long time," Logan growled.

"Did you even have to ask?" Johnny cracked his knuckles.

"A moment," Carina spoke up, cutting the chain, "if you take this course of action, you risk making the whole of the Shi'ar Empire your enemy."

"How are the relations between Xandar and Shi'ar?" I asked.

"Toxic at best," Corsair clarefied.

"Then we won't be pissing off our only possible ally!" I grinned, turning to Scott. I grabbed a mug of ale and sent it to him telekinetically, "so, what do you say Scott? Want to go blow something up?!"

He looked at me, the anger now focused, but not at his father, but at the empire that took everything from him. He took the ale and chugged it, finishing it in moments before wiping away the liquor from his lips and nodding, "let's do it."

"Wait, you people just decided to fight? Just like that?" Corsair asked, surprised and confused, "just who are you people?"

"Haven't you heard?" Quill stood up, proud, his chest puffing out, "we're the Avengers of the Galaxy."

…..the Starjammers weren't impressed.

"What exactly are you avenging?" Ch'od asked.

"Eh...injustice?" Quill shrugged.

"Then shouldn't you be called something with justice in the name?" Corsair suggested.

"Justice squad," Hepzibah suggested before clicking her teeth, "no, Justice Leag-"

"-I'm going to stop you right there," I cut her off, "let's not get into semantics. Our naming policy is still being discussed, just know that we are here to help," I grinned, "now, let's take down us an evil empire!"

 **Some time later:**

We had divided into three teams, each in one of the ships. Peter, Felicia, Jessica, Drax, Rocket, Gamora and Carol were in the Milano. The Starjammers, sav Corsair, were in their ship and the rest were in the Liberty. I was in the pilot's seat, Johnny at navigations, and Corsair and Scott standing behind me, eager for the boarding to begin.

"How much longer do we have to wait?" came Quill's voice over the radio.

"Just a bit longer," said Corsair over my shoulder, "my sources tell me a Shi'ar scout ship will be coming around here soon enough, we just have to be patient."

"Fine," Quill rolled his eyes before hearing a noise coming from behind him, "hey! Knock it off! I just bought that bumper table!"

The feed cut off and I sighed, rubbing my eyebrows, I think I may have ADHD because all this waiting around was starting to get to me...or rather than silence was.

I turned, Corsair was sending Scott pleading looks, and Scott being Scott, ignored him. Honestly the tension alone between these two was bugging me...I suppose I have to do something about it.

"Scott," I got up from the seat, "can we talk?"

"What about?" he asked.

"Alone," I motioned to the conference room, "Johnny, you're flying."

"Hell yeah I am," he grinned, plopping down, adjusting the controls, "about time I took this baby for a spin."

Scott and I walked away, Corsair sending Scott looks as he did. We went inside the conference room and locked it from behind. Scott turned to me, arms crossed, "what's this about Pete?"

"You tell me," I leaned against the table, "you just got your supposedly dead father back and you aren't leaping over the moon."

Scott clicked his teeth, "so that's what this is about. Look, I know you mean well but now's not the time," he turned to leave.

"Scott wait," I spun my hand, lifting him up telekinetically and turning him around, "just listen, please man."

Scott growled, "don't ever do that to me again." I immediately released him and put my hands up in surrender.

"Look, I'm sorry, but we need to talk about this...whether you like it or not," I said slowly, "it's you dad man...not all of us are this lucky."

"You are," he replied, "you got your father back."

"And I never bonded with the man because I never gave him the chance," I replied, "he's honestly more like a stranger to me than a part of my life. If I'm being honest Professor Xavier is more of a father figure to me than Richard and you know how much he and I don't get along...Scott, I never really gave my dad the chance, and I regret it now...can you honestly say you would rather he still be dead?"

"Yeah Pete, I do," Scott spat, "because that would mean he didn't ignore me for years, that he didn't just forget about Alex and me, that he didn't not bother to search for us thinking we were dead, that didn't just write me off...Pete, he didn't even see if there was a body."

"I get that Scott, I do, but can you imagine how long he had been trapped?" I asked, "you mother was pregnant, but hadn't given birth yet when...that means he was kept as a slave for months before he escaped. And when he did he lost you mother in the most horrific way possible and I...Scott...I would have lost my mind if that had happened to Jean or Felicia…." or Jessica...or anyone of my crew...my god, these people...they were my family now… I tucked the realisation away and turned back to Scott, "by the time that all happened it must have been more than a year before he recovered mnetally from that trauma, if he thought you were dead then you would have been nothing more than a skeleton in the bottom of the sea."

"They why didn't he at least check?!" Scott cried out, "if I was dead then he should have at least buried my bones!"

"Do you think you could bury Rogue?" I asked him, "if you two seperated and she was lost...do you think you can bury her, after seeing everything you care about destroyed before you? Scott...I'm not saying forgive him, hell, he's not perfect, he is human though, technically speaking, and...everyone makes mistakes...would you honestly say you can handle everything that man has?"

Scott said nothing, but I could feel his anger subsiding. I walked past him and open the door, walking back to the cockpit. I stood behind Johnny and Corsair, Scott would join when he was up to it.

"Hey Pete, I'm getting something on the scanners," Johnny suddenly spoke up.

I moved to the navigation and typed away, pulling up an image on the screen of a ship similar to the Starjammer, only this one had a blood red symbol on its side that resembled a crescent moon with teeth holding a diamond shaped ruby in its teeth.

"It's a Shi'ar scout ship," Corsair quickly stated, his eyes narrowing as his own anger pooled out.

"Quill, Starjammer," I opened communications, "keep them pinned down, the Liberty will bored them."

"On it," Quill replied.

"Understood," Ch'od, the pilot of the Starjammers, replied.

"Wait for an opening before flying in," Corsair told Johnny, "their scanners lose their accuracy on other things when firing at enemy ships at long distance."

"Sounds like a big chink in their armour," I snorted.

"One we can exploit," Corsair grinned as Johnny took us out of our hiding spot just as the Milano and the Starjammer swooped in, pinning the ship down with cover fire that pushed them into the debris field of planet Prevor-2344.

We watched as it devolved into a basic cat and mouse chase, the scout ship outmatched and outgunned, the fighters running for their lives, but managing only to barely avoid the hits before being forced into a corner.

"Now!" Corsair cried out, Johnny launched the ship forward and we blasted towards the scout ship.

"Alright guys, boarding time," I turned to the boarding team waiting in the kitchen. Carol, Logan, Bill, Sue, Groot, Tandy and Rogue. I grinned, this was going to be a piece of cake.

 **Ten minutes later:**

"This was stupidly easy," Logan snorted as we tied up the crew of the Shi'ar scout ship in the hangar, locking them inside.

"A scout ship is designed for search and rescue, not to fight in battles," Corsair explained, "we'll have a harder time at the slave pits."

I agreed with the man as we set about exploring the ship. Corsair seemed to know his way around the ship, because of course he did.

We managed to find the main control ship and Corsair set about slicing into the security systems onboard, typing away until finally, "found it," he took out what looked to be a small circular chip from the terminal and held it up, "this will last us five days, and then they'll change them."

I hummed, "I see...can you tell me if this ship has any data on the Phoenix."

"Kid, how many times do I have to tell you? It's not a good idea messing with that thing," Corsair hissed, "it's dangerous."

"If Hepzibah was kidnapped, wouldn't you do what you can to get her back?" I asked.

Corsair was silent, meeting my eyes and holding them. He sighed, turning and typing away at the system, "how did you know?"

"I'm a people person," I shrugged. Sue and Logan snorted, I glared at them.

"Found it," Corsair sighed, "it seems this wasn't just any scout ship, but one sent to gather more intel on the energy signature the Phoenix let off. It's a special until from the planet Sinthoes and according to them...they might have a way of tracking it!"

"What?!" I looked at the screen, my eyes growing wide in horror. It was a mission report claiming that they needed more energy data in order to perfect their tracking system. So a galactic empire that spanned hundreds if not thousands of planets was now going after Jean. Perfect, just perfect.

 **Back on the Milano:**

We were all gathered in the cargo bay of the Milano again, Scott now significantly more silent, standing far away form his father as possible.

"So they can track Jean?" Felicia whispered, fear in her tone, "can...can she win?"

"Yes but," I stopped, unfamiliar with the source comics well enough to know if the host of the Phoenix ever got injured, "I don't know…."

"We have to stop them," Scott spoke up, gaining everyone's attention, "you saw the result of the last time they fought. What if this time it isn't just a barren planet they kill but something...more?"

"That wouldn't be a smart thing to do," Corsair spoke up.

Scott glared at his father, "and why not?"

"Because of where they're building this tracker," Corsair explained, "it's on the planet Sinthoes. A...horrible place. It's where most of the slaves go to be...experimented on. The entire planet is a fortress, filled with soldiers and slaves and the cutting edge of Shi'ar science."

"We could sneak in," Felicia spoke up, "the Liberty can sneak into the planet and I can get the files and sabotage the system."

"It would be too risky," Corsair replied, "one wrong move and the whole planet will come down on top of you."

"Then it's a good mistake I don't make mistakes," Felicia replied with a glare. I reached out and took her hand in mine, she sighed, relaxing herself, she cared for Jean just as much as I did after all.

"We need those plans," I spoke up, "Jean's powers are dangerous, we saw the result of that first hand. If she gets into a full on war with the Shi'ar then...we can't risk it, not now, not ever so we need to get those plans. And we are, the only question is Corsair, are you with us, or against us?"

The man sighed, shaking his head, "you people are crazy...fine, we're in. But you listen to me, got that? If I think this plans going to shitter we leave."

"You aren't our captain," Scott glared.

"He is, technically," Quill pointed at me before forning, "why exactly are we following an eighteen year old kid again?"

Gamora shrugged, "who cares, but Corsair is correct. He knows the place best, I suggest we listen to him."

I nodded, "agreed. So space pirate," I turned to the man, "how are we going to do this?"

 **Near Sinthoes, deep inside Kree space:**

We came out of a jump point, all of us now squeezed into The Liberty, having left the Milano and the Starjammer behind to avoid being detected. Johnny was at the helm with the rest of us gathered in the conference room, sitting around the round table.

"You know, I really should be flying," Carol grumbled, "I am literally an airforce pilot."

"You won't nag me to death," I shivered, "I swear to God, one time Johnny literally cried to let him fly. It was not fun...anyway," I turned to Corsair, '' are we doing this?'

Corsair stepped up, sighing, "for the record, I still think this is a crazy stupid plan and it's risky at best and downright sucidal at worst, but here goes," he tapped on the tables terminal and pulled up a hologram of the planet we were aproaching.

The planet was barren, red dust hued and covered with giant metallic domed cities littering it's surface like acne on a teenager that didn't wash their face.

"This is where we need to go," Corsair pointed at the largest domed city on the planet, "that's Sector B, the second most highly guarded area on the planet. It's used mainly for research, Liberty should be small enough to avoid their sensors but, and this is the tricky part, getting in will be tough. They have a laser grid surrounding the station as well as motion sensors all around the surface, the only way in-"

"Is through a ventilation staff on the outside," Felicia cut him off.

Corsair blinked in surprise, "yes, how did you know?"

"Inflitrate one Nazi testing site, inflitrate them all, plus, I can see the schematics on the screen," Felicia pointed a claw at the domned city's 3D schemes before us, "I can get in and get the information out of the system."

"You'll need a security code," Corsair replied as he took out a red cube with black lines running down its sides, "insert this into the console in the main security room and you'll get access to the files you need."

"She does this alone?" Hepzibah asked in shock.

"Trust me Kitty, I'm a professional," Felicia purred, which seemed to annoy the more cat like alien who hissed in annoyance.

"She shouldn't do this alone," Corsair replied, "she'll be hard pressed to find the security files on her own."

"I can manage," Felicia hissed.

"That may be, but this is an alien system and you don't necessarily know where the files will be located."

"I... fine, suggestions?"

Corsair turned to Hepzibah, "during our own escape it was Hepzibah who helped with the security systems. She will be perfect for this mission."

Felicia hummed, "think you can handle it?"

"I know I can," the white furred feline hissed.

"Now, while team Silver Cats do that, we'll break the prisoners out," I spoke up, earning me an elbow from Felicia at the name. I smiled and continued, "anyway, where will the prisoners be located?"

"What?" Corsair blinked, "what are you talking about? We are not here for them, we are just here for the information, the moment we get that we are leaving."

"We aren't leaving until we free every single one of them," Scott hissed, "you can't expect us to just do nothing."

"He's right," Carol nodded, "it's not right. We need to do something."

"There are thousands of slaves on the planet," Corsair replied, "how do you plan on getting them all out?"

"We could use their own ships," Rocket snorted as he pulled up the schematics for the planet, revealing several large ships in the shuttle bay of the doomed cities, "each city has one of these giant ships, just load all the prisoners into a ship and take them out."

"Those ships are heavily protected and are set to self destruct if anyone else other than the authorised users use them," Corsair quickly pointed out, "they are used in case the scientists on the planet need to evacuate so of course they will be heavily guarded."

"Sexy can take care of the self destruction protocols," I spoke up, tapping the table's panel to relieve a hidden compartment inside. I pulled out a specially designed galactic USB drive, handing it to Felicia, "put this into the security system and Sexy will have access within seconds."

"I'm sorry, but what is Sexy?" Corsair blinked.

" _I am, Major Summers,_ " Sexy's robotic voice called out.

"A machine?" Corsair blinked, "th-that's….amamzing."

"Yup, so we'll split up and focus on the cities with the most slaves," I pulled up the planet's schematics once more, "from what I can tell Sector X, R and A have the most prisoners and the most security. Sexy, while on board, hack into and release every slave in every base, hopefully the others can make it out on their own."

" _Understood._ "

"Wait, wait, this is not a good idea," Corsair spoke up quickly, "even if you free them, what then? You'll have nearly a hundred thousand mouths to feed and no place for them to be. Do you just expect them to be floating in space forever?"

I groaned, he possessed a good enough question. But just then Wanda spoke up, "well it just so happens that Peter recently acquired some real estate, three habitable planets. That should be enough, yes? At least for the time being?"

I swear I could kiss that woman. I grinned, "she's right, there will be more than enough space on one of three planets in my star system for them to live on. At least until they figure out what their next step is going to be. We can program the ships to get their on their own once everyone has boarded."

" _I should be able to set the ships the Shi'arians have to auto-pilot once their on board,_ " Sexy helpfully added.

"You people...are crazy, just insane," Corsair slammed his hands onto the table with enough force to cause the hologram before us to flicker, "you're picking a fight with one of the largest empires in the galaxy, do you understand that? We kept our heads down and been, admittedly, nothing more than a nuisance, but what you're saying...the Shi'ar Empire has declared war for less reasons."

"And we don't run from a fight," Scott spoke up, glaring down at his father, "this is who we are. We're the Avengers, we protect those who can't protect themselves. So either help us or get out of the way."

"Son, you'll die if you do this! The Emperor won't stand for it!"

"If he has a problem with it he can kiss my ass," Scott roared, "we don't listen to the cares and wants of monsters, we fight the monsters. And we are doing this, whether you like it or not..."

Corsair looked at his son in what felt like longing and heartbreak. The man was torn up inside, scared for his son's survival, not that I can blame him. He was silent for a long time, but then his teammates moved, placing a gentle hand each upon his shoulders. He looked at them and then nodded in approval, the man sighed.

"Fine...we'll help you, but don't expect this to be easy. We have the element of surprise and that's about it," Corsiar grumbled, "we wait until Hepzibah and," he turned to Felicia.

"Felicia," Kitten supplied.

"Ms. Felicia get the information we need and get out," Corsair replied, "and when they are safely back on board we'll begin operations to extract the prisoners."

"How long until security comes for us?" Logan asked, "I imagine the onsite security forces will be not be very welcoming."

"We'll be facing mostly flight ships and aerial units," Ch'od grumbled as new images came up. The flight ships looked around the size of the Liberty, only it had far too many weapons on for anyone's liking, and the areal units just had a jetpack float unit with a large gun on hand.

"Johnny, Carol and I will be in the air, we'll take the air units, make a big lightshow and get everyone's attention," I nodded to the units, "while we do that Sexy will be inside the system and release every prisoner inside from their cages, the rest of you will help them take over the ground units and guide them to the ships. We'll split up into three groups, one for sector A, X and R, we begin at the same time, hopefully catching off guard."

"Will you be turning into Godzilla again?" Wanda asked.

I smirked, "thinking it, why? You want to be my second?"

Wanda grumbled, "...I think so."

"Yes, alright Corsair, what are our chances?"

"Honestly? Nearly 0," he sighed, "I told you, Shi'ar soldiers are more than a normal human can handle, this will be a tough fight." Why does he...oh, right, he still thinks we're just run of the mill mutants, boy is he in for a surprise.

Sue smiled, "well then, it's a good thing we aren't normal."

Johnny flew us into Stones and quickly came upon Sector B. Opening the main hatch I looked outside and saw the daunting task ahead. The doomed city was larger than the main city of Xandar, hard to believe it was only used for research. The scientist in me was fascinated with the discoveries they would be making inside those walls, the rest of me however was disgusted by the methods through which said discoveries were being made.

I looked over the dome and spotted the ventilation shaft on the diagram we had. I crouched down and raised my hand, "Wanda, power me up," she nodded pressed her hand on my back silently, I focused on my hand and a psionic arm blasted out of my palm, reaching forward like a bridge of energy, reaching the ventilation cover and prying it apart.

I pulled the arm back and them shaft cover came with it, opening up the shaft for access. I set the cover aside and we moved out of the way. Hepzibah and Felicia stepped up, the latter now fully suited up in her specially made stealth suit.

"Think you can make it?" Jessica pointed to the ventilation opening.

Felicia rolled her shoulders, "should be easy enough."

"We'll be watching you through the camera on your suit," I spoke up, pulling up said feed onto the screen over the pilot's seat, "if you need our help, just say 'Hamburgers', but like the way Steve Martin says it."

Felicia raised an eyebrow, "'umbooger?"

"Exactly."

She rolled her eyes but smiled, tapping her helmet, activating her full face mask save her mane of silver hair that was let loose down her back. She took a running start and jumped, easily clearing the twenty feet drop, shooting down the ventilation shaft like it was made out of butter.

"Good reflexes," Hepzibah admitted, she turned to Corsair and smiled, leaning in for a kiss before following right behind Felicia, almost mimicking her moves down to the minutest of details.

The door was shut and we all turned to Felicia's body cam. She was crawling through the vents on her stomach, several vents passing by.

"Sexy, freeze frame and enhance," I called out, pointing to one passing by cover. It was the inside of a lab, where a man, at least it looked like a man, was being cut open and dissected. The worst part was that I could see his heart still beating.

"Monsters," Carol hissed, her eyes sparkling with energy. I growled, but kept silent, the room just grew a little more eager to kick some ass.

We turned back to Felicia's camera and saw her pull up the schematics for the building. Wa waited with baited breath for them to reach the main security room wherein they encountered their first problem.

"Is that a laser security system inside their air vents?" Jessica asked in awe, "damn that's smart."

"Yes, it is," Corsair hummed, "that wasn't in the plans the scout ship was carrying."

"It's not a problem," I smiled.

Felicia held out a finger and inserted it into one of the ports of the laser lines and in seconds the system shut down. They turned to me confused, "I had an AI system built into her suit called Kitty Protector, it's specially designed for onsite hacking. Not as powerful as Sexy, since it's limited to only her suit, but it's smart enough to compete with any system the Shi'ar have."

We watched Felicia and Hepzibah crawl to a vent cover, on the other side was a large room with several people working inside. There were at least a dozen technicians, half a dozen security guards and live feed from every room in the sector displayed up on a large holographic monitor before them.

Felicia used her vibranium claws and carefully cut the vent cover, pulling it inside and setting it aside. She turned to Hepzibah and whispered, "I'm going after their security systems, stop them from calling backup. Think you can handle them for a few seconds?"

Hepzibah snarled, flashing a smile that sent a shiver down my spine, I could almost smell the bloodlust from here, "gladly."

They waited to the count of three before jumping out. Felicia was first, she had her stealth mode on, making her invisible to the nake eye. She jumped out, leapt over several of the technicians and reached the main terminal where she put in my drive port, allowing access for Sexy.

"Sexy gain control over all their systems now," I called out as I moved to the navigation, pulling up the firewalls the Shi'ar system had active, helping my AI take it down.

While I did that I saw Felicia and Hepzibah make short work of the soldiers and workers in the room. Felica still remained invisible, allowing her some mercy in how she dealt with them, knocking them out with well timed hits. Hepzibah on the other hand soon had her claws and fur covered in blood.

It was like watching a murder machine, she made quick work of the gaurds, doging blaster fire and guards like a stream through rocks. She slashed their necks and eyes, and soon she turned her attention to the workers.

Felicia had just finished knocking out a majority of them when he noticed Hepzibah about to slash open the throat of a female Shi'ar scientist. She quickly reached out and grabbed her hand, holding it away from the neck of the scientist, dropping her stealth suit in the process.

"That's enough," Felicia hissed, "we don't kill if we can avoid it."

"She deserves it," Hepzibah snarled, "you don't know the things she is guilty off."

"No, but killing her makes you the monster they think you are," Felica pushed her hand away before kicking the Shi'ar woman unconscious, "Sexy, you in yet?"

" _Almost Ms. Hardy, just give me a second,_ " came the AI's voice as it began to gain access not only to sector B but every one of the 29 sectors on Sinthoes, using their connected systems as a bridgeway to every connected area on the face of the planet.

I also looked through the research files they had on site and copied everything they had, never know when it could be useful, after all the Shi'ar are the leading experts on genetic anomalies.

It took a while, during which time Felicia and Hepzibah made their way back to the ship, having Wanda telekinetically lift them back onboard.

"We're in," I announced the moment they got inside, "now we split up, everyone remember your assignments?" they all nodded, "then let's move out!"

We traveled to sector A, X and R, disabling the security systems of each one through the back door I made via Sexy and had each team wait on the top of the dome with their assigned aerial support.

Johnny took sector A, Carol X and I took R. With me was Felicia, Logan, Scott, Corsair and Wanda with the others split up among the other sectors and Tandy and Carina staying behind on the ship.

We all got into position and on my signal, we began the attack.

Scott blasted a hole through the dome large enough for the others to fit through. Before jumping in Corsair turned to me, "are you sure you can handle this?"

I nodded, "yeah, I got Wanda to back me up, don't I?" I grinned.

Corsair sighed, "fine...just be careful," he turned it the hole and jumped down, landing in the corridor below before rushing behind the others, heading to the slave cells below.

" _Peter, I'm unable to prevent the emergency signal from being sent to the Shi'ar security forces, they will be arriving in moments._ "

"We can handle them, have you finished releasing the prisoners in every other sector?" I asked.

" _Yes, but chances of their escape without assistance from us is very low,_ " the AI replied.

"We can't save them all," I whispered, though I felt the guilt of failure weigh me down.

Just then Wanda placed her hand on my shoulder, giving it a squeeze, "we save who we can, we can always come back for the rest."

I smiled, "going soft on me Maximoff?"

Wanda snorted, "what can I say? You grow on me."

A metal whistle suddenly rang out. We both turned and sure enough the small ships and flight units were coming for us, deployed from an off site facility away from the dome. It was smart really, this way they avoided being compromised like the way the sectors were.

"Godzilla time?" she asked.

"Godzilla," I nodded. She grabbed my hand and held on tight. I closed my eyes and focused and slowly my psionic energy began to take shape. It grew and grew until slowly I stood in the heart of a seventy foot monster with dorsal plates running down its spine and a draconic like face staring out in the distance.

It took a deep breath and let out in a furious roar that seemed to shake the entire world, " **SKREEEONGK!** "

 **With the squad at sector R:**

The roar shook the whole domed city of sector R. Corsair had to stop in his tracks, his hands were shaking, "what the hell was that?!"

"That was Peter doing his Godzilla impression," Scott snorted, "kind of cool, but don't ever tell him that or you won't hear the end of it."

"Oh you have no idea," Felicia rolled her eyes.

"Godzilla? That Japaness movie?" Corsair replied in a confused tone as he continued to follow the others down the long hall.

"It's a long story," Logan grunted.

"Stop right there!" from the corner several security personnel showed up armed to the teeth with weapons, "don't move and do not resist arrest-"

PEW!

Scott blasted them with a quarter of his optic blasts full power, sending them all flying away into a wall. Corsair turned to his son in shock, "that's your power?"

"Surprised?" Scott snorted as they continued their mission.

"No I...it reminded me of someone else I know who can manipulate energy..."

"Who?"

"Alex...he showed signs of his powers when he was five, a year after you were born."

Scott was quiet for a moment, but then whispered, "could he...could he control it?"

"It was an fifty-fifty. It tied in with his emotions and he was young, any kid would have trouble controlling their emotions...do you have trouble with your powers?"

"...Yes, that's why I wear this thing," he tapped his visor.

"I see...you know, I helped Alex control his powers, maybe-"

"-Guys, I'm tracking a whole squadron of soldiers on the other side of this door," Felicia called out as they stopped at a dead end, "can we save the family bonding for later."

Corsair looked disappointed but nodded, "right, some other time maybe," he nodded at his son who begrudgingly nodded back.

"What are we waiting for?" Logan moved ahead, cracking his knuckles and releasing his claws, "lets get some."

"After you," Felicia stepped to the side and pressed her finger against the security panel, allowing her personal AI Leo access into the system and open the door wide open.

Logan smirked as he walked in, "hello bub, who's first?"

 **Five minutes later:**

"That was-"

"-Fun," Logan smiled.

Corsair grinned back, "my words exactly. I've never seen someone fight like that. Who taught you?"

"I taught myself bub," Logan grunted as he sniffed the air, "I can smell people ahead, they smell sterilized, clean."

"Must be the prisoners," Corsair replied as they quickly made down the corridor, running into a large group of armed and angry looking aliens dressed in blue and silver hospital gown, like the kind back on Earth.

"Get them!" the one leading the slave cried out.

"Wait!" Corsair tried to yell in warning but they didn't listen. Scott stepped in front of his father and quickly blasted the ground before them creating a small crater, sacring the prisoners back several steps.

"Another step and the next one goes through your eyes," Scott warned as his fingers stayed on his visor.

"Look we're here to help," Felicia spoke up, "we want the same thing you do, to get you out of here, understand?"

"And why would you want to help us?!" one of the frightened prisoners cried out. She couldn't have been no more than a child about to experience her first tenth birthday, but she looked frail and skinny with so many scars running down her hands it resembled the tattoo sleeve of a Mohican. She was bald with green skin and small red lines running around her eyes, very similar to the markings Drax had.

"Because I was one of you," Corsair spoke up again, placing a hand on Scott and nodding to him. He stepped around his son and stood exposed, confident, "I was captured, enslaved. My wife murdered before me, my unborn son taken from me. I lost everything to the Shi'ar Empire and I want vengeance, my name is Corsair of the Starjammers and we are here to save you, all of you."

"Forget saving us! They need to die!" someone cried out.

"You do that and you waste what little time you have!" Corsair hissed, "the biggest insult the Shi'ar could take is having you all escape and live! You all know how the Emperor gets! A few lives of his soldiers is nothing! You stay here and kill them and you will surely die! But if you live and escape, then you become a stain on his reputation, one he will never wash away. So tell me what it is you want to do? Become a stain forever in the face of the Emperor, thrown at his side, or a forgotten memory he would forget upon the enslavement of another system?"

They looked at each other, unsure. They were silent for a long time before the little girl from before stepped forward, "if we follow you, will you protect us?"

Corsair looked at the girl with not pity, but determination, "yes, I will. I swear it on my life."

The slaves slowly seemed to come around, nodding in agreement with Corsair.

"Felicia, the ships?" Corsair turned to the silver haired Earth woman.

"Already prepared and ready to go," she pulled up the map and displayed a holographic image before her, "we need to go down that hallway" she pointed to her left, "and we'll get there soon. But Leo is telling me we have five dozen guards waiting for us."

"We will kill them all," the little girl from before called out, "we will not stay and kill, but we will kill who stay in our way to freedom."

Corsair nodded, "fine, now let's go!"

"SKREEONK!"

The entire building shook again. Some of the prisoners looks scared as they huddled closely together.

"Is it s demon?"

"Has Galactus finally come for this wretched planet?"

"Silent you fool, he is but a myth."

"Relax," Felicia spoke up, "that thing is on our side. He's just showing off."

They quickly moved, Felicia taking the lead as she had the map. They reached the doors to the ship bay and the seconds Felicia opened it the slaves rushed in.

It wasn't even a fight, it was a masseur. The sixty or so guards were overwhelmed by the literal hundreds of slaves before them. Some died, some got injured, but the rest mauled them down like corn on a field.

While the prisoners did that Felicia turned out the ships docked in the bay, three giant blue cruiser class ships with weapons littering the side and the symbol for the Shi'ar Empire on its side. Sexy opened the doors for them and Felicia and the others got to work guiding every single prisoner inside the ships.

By accessing the security systems they managed to locate every single cluster of prisoners that was still in the city sized research facility and using the inbuilt communications system got a message out to all of them to come to her for immediate evacuation.

It took some time to convince them it wasn't a trap, but the little slave girl from before was instrumental in this as apparently she was something of a protected and treasured idol in the prisoner pits. She was known for her temper and stubbornness, there was no chance the Shi'ar could have convinced her to switch sides.

"We're almost done," Corsair told the others as they guided the last of the prisoners in sector R inside the ships, "we're just waiting for the last batch before leaving."

"Are we going with them?" Scott asked.

Felicia nodded, "yes, the ships are programed to take them to...the Marvel system," she rubbed her temples, "such a stupid name. Anyway, we guide them to the planet and we wait for the others."

Corsair nodded, "sounds simple enough, Peter and the others?"

"The Liberty will be picking them up," Felicia replied.

Suddenly Corsair's comes started to ring. Tapping his ear piece the man activated the speaker setting, "yes?"

"My love! He's hear! It's a trap!" Hepzibah's loud and frantic voice cried out.

"Hepzibah? What's wrong?!" Corsair cried out, "what do you mean it's a trap?"

"The scout ships were bait! They wanted you here! Thy are looking for you and they know where you are!" she cried out quickly.

"Who? Who's looking for me?"

"T-The Gladiator and Vulcan," she shuddered.

Corsair grew stiff as a board, his lips parted as his skin began to go pale, "n-no, not them."

"Summers? You alright?" Logan asked.

"Hepzibah! Where are you? What happened to you are you alright?!" Corsair cried out.

"The moment they learnt you weren't here they left my love! They don't even care about the prisoners escaping! Just you! Run my love! Run!"

Corsair cut the call and turned to the others, "we need to go, now!"

"Who was that dad? Who's coming after you?" Scott asked, worried about the man who he unknowingly acknowledged as his father.

"The Shi'ar Empier's top enforcers! I knew this was too easy to be true!" Corsair cried out.

BOOM!

The doors to the shuttle bay were suddenly blasted apart with a force of explosion so strong it blasted the galactic metal apart and into one of the ships, tearing it half in the process, killing everyone inside.

The harsh desert winds of the outside planet came rushing in as a blizzard of dust and sand pelted Corsair and the others.

"My my, it seems we finally get to meet face to face," came a casual cruel voice. They looked up and found two figures flying down towards them, both men and both bearing the emblem of the Shi'ar Empire on their shoulders.

One was purple with a mohawk on his head and pointed ears like an elf. He wore a red and blue skin tight suit with a high collar cape. On his chest was the insignia for a golden triangle that didn't connect in the top left corner. He radiated raw power, his muscles so tightly packed you could clearly see the definitions of every fiber of his being.

The other looked relatively human. He too wore a red and blue suit with a tucked in purple cape. He has jet-black and glowing yellow hands and eyes with a cocky smirk on his face. He was smaller than the purple alien next to him, but no less powerful or dangerous.

"I knew it was a risk, but it paid off, didn't it Gladiator?" the younger one smirked.

"Yes my Prince Vulcan, ti was, I'm sure the Emperor will be very pleased," the Gladiator said, his eyes however locked onto Corsair and didn't move.

"Oh please, the only thing that will ever make my father happy is a new whore to warm his bed," Vulcan said before looking down and locking eyes with Felicia, "oh my, well look at you. It seems Corsair keeps some fine company these days. What is your name pretty thing?"

"First name Ivana last name Tinkle," Felicia growled, releasing her nails.

Vulcon blinked, "Ivana Tinkle...oh, cute. I appreciate a woman with a sense of humor. You'll be a fine bed warmer, I think I'll keep you for myself, my father has enough."

"Vulcan this is between you and me, so leave the other out of it," Corsair spoke up as he stepped forward, "come on Prince, do you really want rapist to be added to your list of faults?"

"Trust me Corsair, a few moments into our night together she will be begging for my embrace," Vulcan winked at Felicia, "but business first before pleasure," he turned to Corsair and slowly the aura of energy around his body began to increase, "by the order of the Emperor, I, Prince Vulcan, will now carry out your execution. Are there any objections?"

"Yeah," a new voice came in, the two flying figures turned just in time to find a large red reptilian tail come flying at them, smashing them into the bay walls.

A red seventy foot monster stood over them and inside it's transparent body was a very angry looking man with a red hooded woman standing behind him, "what's this I hear about your embrace?"

 **With Peter:**

I would like to think of myself as a guy who learns from his mistakes. Like attacking someone who flirts with my girlfriend, breaking their arm, is wrong and I shouldn't do it, being so short tempered is a bad thing.

But this guy just suggested rape and I think that's reason enough to be pissed.

The asshole who suggested raping my girlfriend was the first to get up, "what in the name of Galactus-"

BOOM!

A blast of psionic energy came roaring out of my Godzilla'' s mouth, blasting him and his companion back down to the ground. I kept it going, forming a crater in the middle of the shuttle bay, forcing them into a deeper and deeper pit.

"Felicia! Get everyone the ships and leave!" I roared.

"Right!" Felicia cried back, "we'll meet you at the Marvel system!" She and Logan moved, but for some reason Corsair and Scott didn't.

I didn't have time to focus on that though as I suddenly felt something rumbling underground. I looked down and to my surprise I saw the wannabe rapist from before standing in the middle of my psionic blast like it was but a breath of fresh air.

He smiled, "is this the best you can do?"

I activated my Web Vision and released what he was doing. He was...absorbing my energy. Woah...who the fuck is this guy?

I immediately cut off my attack, no reason to waste any more energy on him. I looked down and searched the creator for his friend, he was missing, I was about to search for him with Web Vision as well when suddenly the ground beneath my feet cracked wide open.

KRAKOOM!

Something flew up, trekking through my Godzilla like wax paper. Wanda grabbed me immediately and floated us down, flying above us was a being I recognized immediately and not for the right reasons.

Gladiator, Marvel's answer to Superman, well him an Hyperion. But this guy...I did not think I would be seeing him.

"Well what's this? Another beauty? Do you just surround yourself with beautiful women or are you just this lucky?" The arrogant energy eater asked as he floated out of the crater and landed before us, Gladiator flying above him like a guardian angel.

"Touch me and you're dead," Wanda hissed, her eyes glowing red. I turned to Scott and Corsair, spotting them hiding behind the ruins of the shuttle bay doors destroyed when they were blasted open. I opened a telepathic chanel with Scott and relayed to him my plans.

"Ah, a spicy little thing, I wonder what you're energy will taste like," he smiled, raising his hand and sending a blast of energy at us.

"Look out!" I summoned a Shield of Sharum and fending off the attack. But then the yellow blast of energy ended and Gladiator came charging in. He was so quick, even my reflexes only manage dot grab the few seconds of his attack, giving me just enough time to send out a psionic blast of energy hitting him in the head and deflecting him to the side.

"The douche in the cape is weak to energy attacks, the rapist is an energy leach and manipulator. I'll take the leach you keep Gladiator down," I told Wanda.

"Got it," she crossed her arms and raised them, the floor suddenly came alive and wrapped itself around the slowly rising Gladiator, encasing him in a cocoon of steel.

"Impressive, you managed to understand and develop a counter to our powers in mere moments," the douche with glowing eyes smirked, "and it's Vulcan, Prince Vulcan. And like I like, a few momments into our night it won't be rape anymore."

"Right," I shot out a web line at his head, reaching up, he grabbed it and held it up, looking at it curiously. "Won't be able to absorb this," I said, pulling him with all my might and fliging him into the air.

He quickly regained balance and levitated in the air, "was that really your plan?"

"Now Scott!" I cried out, turning to Scott and Corsair who leaped out of their hiding place.

BAMN!

A blast of red energy hit Vulcan in the back, sending him flying across the air. I smirked, he can't absorb energy he didn't know was coming for him, it was a wager, but if his energy leaching was automatic then I would have never been able to hit him with my Godzilla tail.

"My Prince!" Gladiator cried out, he flexed and suddenly, Wanda powers were ripped apart like it was nothing.

"AH!" Wanda cried out in pain, I quickly ran to her side and held her as she held her head in pain. She panted, sweat pooling across her brow, "h-he's too strong. I've never felt anything like it. He's been playing with us all this time."

I looked at Gladiator who helped Vulcan back on his feet. The boy looked angry, beyond angry. He reached up and tore his now destroyed cape and threw it away, "you got lucky. Gladiator, end this. Bring me their heads."

"Are you command, my Prince," Gladiator rose in the air and for a second I felt fear strike deep within my heart. My mind started to spin, I was fighting a guy who was essentially Superman, so how do I beat a man like that?

No kryptonite I know off, no weaknesses. Magic and energy seem to only halt him for seconds, Wanda is far stronger than me and she failed. I saw only one option, my final card.

I reached into my mind and saw the mental manifestation of Thor's powers before me. I reached out and grabbed hold.

BOOM!

Gladiator launched himself at supersonic speeds. My spider sense blared and my body moved automatically. He was getting closer and closer and I was already leaping away, drawing his attention.

I felt thunder running down my body, raw untapped energy burst through. Gladiator's eyes slowly winded, he flew faster, his shoulder coming at stomach, colliding like a bullet train. I brought me knee up, thunder roared as I hit his solar plex in return.

Every part of my body started to flinch in pain. It was unlike anything I had ever felt before. My stomach rupture, I felt something tear. My spine cracked, I hear bones break, the lower two ribs were ripped apart.

My entire body flinched, I felt my arms release my stingers on pure instincts.

SKEW!

Time seemed to restart at that point. I was sent flying back, the tips of my stingers striking across Gladiator's face cutting him deeply. I was sent flying into a wall where I collapsed into a heap.

I was panting blood, it flooded out my body freely. I felt my brain forcing itself to stay away despite everything telling it to shut down to save energy. My suit held everything in, but I could see how mangled and destroyed my gut was as it looked like a jenga tower about to collapse.

I don't' know how I was so calm, maybe it was shock. I looked up and saw Gladiator standing over me with one hand against his cheek, wincing in pain.

"You cut me, nothing has ever done that before," he pulled away his hand and flinched at the sight of his blood, "you...are no ordinary mortal," his hand then moved to his stomach, "you lick like a hammer. You are powerful...but raw. You cannot even control your own strength can you?"

"PETER!" Wanda cried out.

"Kill him Gladiator, I order you!" Vulcan cried out.

"Shut up!" Scott roared as he stepped forward, my eyes blinked and I saw red as he fired at Vulcan.

"How?! Who are you?!" Vulcan cried out. Vulcan...I know that name...I know him...he's...someone...I can't...focus. He and Scott fired beams of energy at each other, red met yellow, powers that didn't give in to each other.

I looked up, I saw Wanda throwing everything she can at Gladiator, he ripped through them all. He was beginning to look annoyed, he turned his back to me, ready to charge Wanda when I spoke, "hey shit lord."

He turned, his eyes wide in surprise. Wanda threw a large crate at him and his knocked it aside without even looking, "you are still alive? I am impressed, many would have died by now. You must be in so much pain...do not worry, it will pass."

I raised my hand, he looked at it curiously. "C-closer, final words."

He seemed ready to humor me as he did move closer, leaning forward, bending over me, "what is it? I will remember them, I swear to you."

I snapped my fingers and in a shift in dimensions, my greatest weapon came into being around my hand. I grabbed it's handle with all my remaining strength and thrust it forward, plugging it into Gladiator's chest.

He moved away in shock but I had already won. "Attack and keep Vulcan busy, buy us enough time to escape," I spat out quickly. The Mindstone in the crossguard of the Patick sword glowed at my command.

Gladiator's eyes glowed yellow as he stood up, the blade came out of his chest, there was no wound, this blade did not hurt the body, but the mind. He turned and in a burst of speed changed Vulcan.

"Gladiator?! What are you doing?!" Vulcan cried out in horror as he turned his attention from Scott to protecting himself from Gladiator's hits.

I snapped my fingers and dismissed the blade, collapsing on the ground. The last thing I saw was Wanda standing over me, grief and panic riddling her face as she grabbed me and raised me up.

I heard the roar of the Liberty's engine come to life. I saw the ceiling of the Liberty and then a flash of white light from Tandy's hand's. I tried to hold on, I knew I couldn't let myself get distracted, I had to tell Scott, I had to tell him the truth.

Vulcan, I remember now, Vulcan is his brother.

* * *

 **SW-TROTJ- 1:35:10, it's the scene from Star Wars The Last Jedi where Admiral Akbar says, 'It's a trap'.**

 **So Vulcan was raised by a whoreing warlord. Needless to say he's messed up. So if you find his character changing from the comics this is the reason.**

 **Also, for those who think Peter is to OP, Gladiator isn't even the strongest cosmic hero, so that gives you some perspective on the scale at which we're talking about.**

 **I do hear what you all are saying, waiting me to expand more on the X-men mythos, but to be honest my knowledge on them is very limited, there are too many comic books on them and too many off them. I'm going to do my best to include them all, but please be patient with me until then because I need to do research.**


	81. This Chapter was updated on April 1st

**Now you have to wonder, is this chapter an April Fool's joke or is it ligit?**

 **What you have to consider if that one, it's Monday, not a Sunday. And two, I am known to be a dick at times.**

 **I'm sure some of you are thinking, 'but I saw he updated at least 13,000 words, there's no way he just updated 13,000 words as a joke.' To which I reply… no way? No way? How dare you.**

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 **No I'm just fucking with you I really did update a chapter, enjoy!**

* * *

 **Minor spoilers for Captain Marvel, you have been warned.**

* * *

When I woke up, all I heard was the sound of the heart rate monitor gently beeping away. I opened my eyes and looked around, I was in my lab, in the vibranium healing chamber. I could feel the healing radiation increase my body's regenerative properties. It felt...good, not pain, no the opposite of pain. Like the thing that was broken inside of me was slowly being fixed.

I looked down, but in moving I felt my spine ache in pain. My lower spine felt like it was split in half...I guess it kind of was.

"Sexy," I spoke out, my voice hoarse as I felt my jaw pain from just moving.

" _I'm here Peter, how are you feeling?_ " the AI asked.

"Better now that I'm starting to move again," I replied, coughing between every other word, "what's the damage?"

" _Your entire abdomen has been destroyed, several ribs broken or bruised, your spinal cord has been shattered and snapped in three seperate locations and your lungs have been bruised badly._ "

"Fuck...how long until I recover?" I asked.

" _You have been in this vibranium healing chamber for over 2 hours, so far the minor injuries have recovered, your spine has been aligned properly but will take time to heal. Your ribs are coming along well but the muscles in your solar plex are...well, they are torn to shreds._ "

"ETA to a full recovery?"

" _Ten hours._ "

I cursed, "fuck me...anything we can do to speed things up?"

" _I'm sorry, but no. As of right now your body is in a very delicate stage...but for some reason my calculations of your recovery time is being proven false several times over._ "

I blinked, "explain."

" _When you were first brought it I estimate it would take over twenty four hours before you would wake up. Since then that time has been reduced by half over and over again. I cannot discern why as I've already accounted every single ability you currently possess in your DNA make up._ "

"I see...what about Thor's blood?" I asked, "Asgaurdians do have this regenerative property."

" _...I was not made aware of this. Is this the case?_ "

I nodded, "from what I can tell, yes. Odin often goes on long periods of rest to recover energy he used up. Thor often times came back from the brink of death just because he activated his powers via Mjǫllnir or...other weapons. I suspect it's their blood doing this to me."

" _I will put this into account sir….ETA on full recovery is now estimated at around six hours._ "

"Great...where are we now?"

" _The Liberty is currently on route to the Marvel System. We are taking several different paths to avoid being followed by the Shi'ar Empire. It will take us four hours to reach the system._ "

"Good...don't tell anyone I'm awake just yet Sexy," I sighed, closing my eyes.

" _Why sir?_ "

"Because I need some time...alone...to think,"

I closed my eyes, my head hitting my pillow. Defeat, that felt...well, not new, it's certainly an old feeling, just not a welcome one. Ever since I decided to stop holding back myself when it comes to acquiring more power I didn't think I would ever lose a fight.

I know I'm not someone who can deadlift planets or beat down Galactus single handedly, but I thought ...well, the galaxy certainly is bigger than what I know. Gladiator...damn that thing. Forcing me to use my last ace in the hole, I wanted it to be a surprise, something not even the Phoenix would know about but now an enemy system that is actively hunting Jean knows I have such a skill.

Damn it all, in saving myself I put Jean in even more danger. I can't just sit here, I need to work, I need to do something.

I opened my eyes again, "Sexy, which planet will be arriving on?"

" _Arachno, the planet third from Star Lee, it is twice the size of Earth._ "

I sighed, nodding, "okay, that's fine...and you're sure we aren't being followed?"

" _No Peter, we aren't. I made sure I purged myself from their systems before destroying their inbuilt system. There is no possible way for them to track us._ "

I sighed in relief, thank Stan Lee for small miracles. I tried rolling my neck again only for pain to run up my spine, I would need more time to recover.

The door went wide open as suddenly Scott and Wanda came rushing in, "Peter!" Wanda cried as she rushed out my side looking me over, "how are you feeling? Are you running a fever? Sexy, what's his blood pressure?"

" _He doesn't have a fever and his blood pressure is completely normal._ "

"How are you feeling?" Scott asked just as quickly.

I grunted, "a little numb, but I'm healing."

"You stupid bastard!" Wanda hissed as she leaned over, tears running down her side, "I thought you were dead Peter!"

"Can't get rid of me that easily Wanda," I smirked, flinching as a rush of pain struck my back, "how did you know I was up?"

"I felt you," she whispered, placing a hand on my chest, it felt warm and caring, I smelt the auroma around her, grief and relief mixed as one, "I thought we lost you...T-Tandy did what she could to keep you from flatlining."

"How long before you're fully healed?" Scott asked.

" _Around six hours Mr. Summers._ "

"We'll reach Arachno is four," Scott clicked his teeth, "damn it."

"What's wrong?" I asked, trying and failing to pull myself up.

"Stay down, don't even think about moving!" Wanda cried, summoning a metal beam from my bed side and bent it around my body, pinning me down, "or I swear to God Peter I will make this painful."

"Promises," I chuckled, flinching again in pain. I turned to Scott, "what happened after I passed out? Sexy said we made a clean getaway."

"We did, from what we could tell we left with around 17 ships from Sintheos, all heading to Arachno, it's just we have no idea what to do after we arrive."

I groaned, I didn't realise how much they relied on me. This was not good, if something did happen to me then someone would have to step up...and if I'm being honest, Scott and Carol were tied for that role, Scott beating her out due to how familiar the rest of the crew was with him over her.

"Scott," I called out to him, he turned around, "I'm in no position to issue orders... until I get back on my feet your in charge."

Scott looked visibly shocked, "I-I am?"

"Yes, you are. You're a capable leader and have a good head on your shoulders. So, you tell me. What do you think we should do?"

Scott looked at me for a while before speaking, "we need to establish a base of operations, find a place on the planet with fresh water and a defensible position. We need a place with food as well so we can have the ship scan for life forms on the ground we can hunt. Food and shelter are important, with the ships taking care of shelter that only leaves food."

I nodded, "yes, also have Sue scan the food we gather, fruit or meat, we can't afford anyone to get sick right now."

"Yeah...forgot about that...get better soon Pete," he said, quickly walking off, the door sliding shut behind him.

I turned to Wanda and sighed, "okay, let me have it."

Wanda turned to me, "how did you lose? Who-what were those guys?"

"Omega level mutants," I replied, "I think...Gladiator has enough strength to blast through a planet, I wasn't fast enough to avoid him and my body isn't like Thor's...at least not yet. He...he got the drop on me. I can't always be ahead of my enemy."

"And the other one...Vulcan…. Scott's brother?"

My eyes went wide as I turned to her, "how did you know that?"

Wanda's eyes narrowed, "I felt your mind as you were slipping away. I wanted to make sure you weren't going to die from a blood hemorrhage or...Peter, how did you know?"

I took a deep breath, my body contracting in pain as I felt a rib snap into place. I grumbled, "I...I saw it...in one of the other worlds out there, possible worlds with different but similar people, one world Scott had three brothers, Alex and Gabrielle. Alex is dead, I think, honestly at this point I wouldn't be surprised if he was alive, and Gabrielle is Vulcan...I honestly thought he was dead too but now..."

"Fuck," Wanda whispered, biting her thumb, "are you going to tell him?"

"Do you think I shouldn't?" I asked.

"I think if you do you'll risk destroying what little mental stability he has left," Wanda hissed.

"And if I don't his faith and trust in us will shatter beyond redemption...his father left him, his whole life was a lie Wanda...I don't think...I don't think lying to him is what he needs right now."

"And you know what everyone needs don't you _Spider_?" she spat.

"He needs us...his friends and loved ones, he needs us to help him get through this...I'm not saying Vulcan or however that person was is redeemable, I'm not even saying he's like Darth Vader, with even a shred of light inside him, but I am saying it's the right thing to do...and you know it."

Wanda turned away, she muttered words in a language I didn't recognize, probably her native tongue, and then turned to me, "fine...but we don't tell Corsair."

"You don't trust the man?"

"I think he's a father desperate to get his family back and in doing so will have problem betraying us to the enemy if it meant he and his would be safe. He is a pirate after all."

"Yes, he is...maybe you're right. We'll tell Scott and advise him to keep it to himself but if he wants to tell Corsair we can't stop him."

Wanda crossed her arms, clearly annoyed, "fine...six hours in your bed...must be killing you being unable to move about."

"Clearly you enjoy seeing my squirm," I chuckled, wincing in pain.

"Yes...I thought you had the powers of a Thunder God, how did he manage to do this to you?" Wanda asked as she reached out, her fingers touching my slowly forming abdomen.

"Gladiator is...strong...and my body hasn't adapted to Thor's powers yet...hell he himself has not adapted to his powers."

"What do you mean?" Wanda asked, curious.

"Thor's hammer, it isn't the source of his power but a conduit," I explained, "he doesn't know it yet, but the power? That thunder and power he gives off? That's all him, the hammer is just a conduit, only he doesn't realise it just yet."

"I see...then maybe you need to do the same?" Wanda said, looking down at my body, "then next time you won't end up looking like a sac of flesh on two legs."

I turned to her and opened my mouth to argue, only I found myself unable to speak against her idea. I snapped my mouth shut and began to think, "a conduit...I see...if Thor loses his hammer and his powers he becomes human...it will have to be a real conduit, unlike the mental one I use to activate my powers..."

"What?"

"But the conduit will need to be incredibly powerful, not much can handle the power of a god…."

"Maybe you could use that sword of yours," Wanda cut into my train of thoughts. She raised an eyebrow, the question didn't need to be said.

I sighed, "I was going to tell you all...but it was meant to be my Ace in the hole against the Phoenix Force. I had no choice..."

"I see..." the glare didn't go, "and no one else knows?"

"No...no one...did anyone see?"

"Other than the guy you stabbed? No, no one saw it other than me."

"I see...Wanda could you not tell the others?" she raised a very dangerous eyebrow, I quickly explained, "I don't want people finding out about this. I need every advantage against the Phoenix and surprise is one of them."

Wanda glared for a few seconds before sighing, "I understand Peter...I would have done the same...I'll get you something to eat."

"I don't think my stomach is fully up to solid food just yet," I chuckled, flinching again in pain.

Wanda smiled, "juice cleanse it is."

BANG!

The door was thrown open as Tandy rushed in, "Peter Parker! Why are you talking about?!" I gulped, say what you will, but seeing a healer pissed off was never a good thing, you never piss off your white mage.

 **Four hours later:**

"We've reached?" I asked as Wanda wheeled into the lab with a makeshift hover chair that I had helped her make.

"Yes, Scott and the others are already outside helping organise everyone," Wanda replied as she lifted me into the air gently and placed me onto the hoverchair. I winced as my body weight settled down, Wanda looked concerned, "are you sure you're up for this?"

I nodded, "everything's back, they just need some time to strengthen," I sighed, "thanks for helping me, I hate feeling so.."

"Disabled?"

"Not the word I would use, but yeah," I smiled, reached out and squeezing her hand in mine, "now, let's see what Arachno looks like shall we?"

Wanda shook her head, "your naming sense still sucks."

I used the remote on the hoverchair and glided to the elevator. Stepping out Wanda and I quickly moved to the exit hatch. I looked outside and gasped in awe.

The planet was something that resembled the lavender fields of France. Large expansions of land covered with beautiful flowers and other small hills all over the place. There was a forest far away with several mountains situated on the horizon and slowly coming over them was a star, star Lee, bathing the land in the light of a fresh day.

It was...amazing. A planet that I owned, me...woah I think this feeling I have is what people call greed. Damn this was worth a hundred million units.

Wanda and I came down the ship's ramp and looked around. Scott had done an amazing job so far, he had all the 17 that has escaped Synths parked around what looked like a pond that was at least half the size of Lake Michigan.

Already tubes were being connected form the pond to each individual ship for storing water, plus the onboard water filter would make sure it was safe to drink.

From what I could see a platform of sorts was placed on before the lake and Scott and the others were on it, surrounding them were the prisoners we had released from the Shi'ar empire. Nearly two hundred per ship, bringing the fleet up to a thousand four hundred prisoners now gathered on the planet's surface.

"Can I have everyone's attention please?" Scott cried out. The crowd were slow to do so, chatting amongst themselves. Scott was patient for a second before it became too much for him. I activate this visor and fired a blast into the air, "pay attention!"

That brought everyone to halt, all eyes were on him, and to Scott's credit he didn't flinch away. He stood tall and spoke in a clear voice, "we are the Avengers. This planet is our base and for the time being we all need to hide here until the Shi'ar Empire stops trying to find us. We have plenty of water and shelter. Does anyone have any experience hunting wild game or gathering?"

The people looked at each other before a majority of them raised their hands. Scott nodded, "good, then we aren't lost yet. In the woods over there," he pointed to a densely packed forest to the north of the lake, "is plenty of game and fruits, the scanners on our ships say enough for us all. We need to split into groups and gather as much as we can before nightfall, which on this planet will be in twenty eight hours. Bring the food back here and we'll test it for edibility. Don't eat anything until we are sure it's safe. Are there any questions?"

A few seemed to have, the issue of a lack of weapons to hunt with was brought up. Scott recommended using the guns onboard the ships, they were originally meant for the Shi'ar security guards to hunt different kinds of prey.

Within the hour the people were split into groups and were out into the woods hunting for food. While they did that my crew and Corsair gathered before the Liberty, Felicia was by my side the moment she could be.

She looked worried, the first thing she said was, "how?"

"I was careless and cocky," I replied, "I didn't prepare myself for a bigger fish who was faster than me...pride I suppose...anyway, other than that incident how did everyone else fair?"

Each of them reported nothing extraordinary, except for running Vulcan and Gladiator, who left as soon as they realised Corsair wasn't with their group.

"It was a trap," Quill said bluntly, turning to Corsair, "they intended to catch you."

"They must finally be treating me like a threat," Corsair snorted, "didn't bother before...guess Vulcan just grew tired of waiting… which means if we're here you all are in danger."

Scott looked at his father with a stare that could have frozen hell, "so you're leaving?"

"Scott I...I have to. Gladiator and Vulcan are the Shi'ar best and strongest, us staying here will just put you, your friends and everyone else at risk. But if we draw them away, maybe throw a couple of parties down at Knowhere, then they might focus on us instead of hunting for you."

"And I tried to kill the Prince of the Empire, I'm pretty sure we're on their shit list too," I replied promptly.

"But you're still an unknown to them, they won't move against you until they know everything about you," Corsair argued, "and even then, if you stay out of their way…..look, I wish there was another way but there isn't...but this doesn't have to be the end Scott...come with us."

Scott flinched, "what?"

"Come with us," Corsair repeated, "come with us, as a Starjammer," he grinned, "there is so much I have to say, so much we have to do to catch up I...I don't want to waste this second chance..."

We all turned to Scott, waiting for his reply. Rogue walked up and placed her hand on his shoulder, giving him a gentle squeeze. He looked at Corsair, "thank you...but no. This is where I belong, if you have to go, go. I understand, you're doing the right thing."

"Scott I-"

"-save it," Scott snapped, "just make sure you come back soon...I...I wouldn't mind trying to get to know you as well...Corsair."

The pirate grinned, "still not up to dad huh?"

"No," Scott replied, though a small smile did form on his face.

Corsair then turned to me and the others, "I have to say, what you people suggested was insane, I didn't think it was possible but you proved me wrong. Over a thousand freed prisoners, I don't think D'Ken will ever recover from this insult any time soon...that being said you all really should do something about your name?"

We chuckled, a ripple of laughter rushed through us. Rocket grumbled, "we should just call ourselves The Avengers and get it over with."

"Oh shucks guys, that's sweet," Carol chukled, flicking her hair back, puffing out her chest.

We all turned to her, confused. "What do you mean?" Felicia asked.

Carol looked confused, "you know...Avenger? That's my name."

"Excuse me?" I blinked, I think Gladiator bruised my mind as well because I thought I was hearing things.

"Back on Earth that was my nickname, Carol 'Avenger' Danvers," Carol explained, shurgging.

"...That is the stupidest thing I have ever heard," Johnny broke the silence.

"You're telling me, Fury named the Avengers Initiative after you?" I looked at her, my eyes wide in confusion. Was this Marvel canon in the Cinematic Universe? What the hell happened to the MCU after I left?!

Carol shrugged, "I mean, I guess it is odd."

"...Johnny's right, that is the stupidest thing I have ever heard," Jessica snorted.

"Hey! Watch it Spider-Chick, or I'll toss you into space!"

"What exactly were you avenging anyway?" Logan asked, "they don't just give out tags like that."

"Well, I kind of...my brother," Carol rubbed her neck, "he died on a mission...I joined the airforce to live up to his name...to honour him."

"...Then you aren't avenging shit, you're a legacy, they should call you Legacy!" Johnny cried out, throwing his hands up in annoyance.

"I swear to God, one of these days you are going to tell us what exactly happened between you and Fury on Earth," I sighed, rubbing my forehead, "but...I suppose Avengers is just a nice name as any. So yeah, until further notice, or unless Carol decides to sue us for using her _totally deserving_ name-"

"-Hey!"

"We're the Avengers," I smiled at Corsair, "Galactic division. We help anyone who asks and won't ever stop fighting for what's right."

Corsair nodded, "well then god-speed Avengers, until we meet again," he extended his hand and we shook, a gesture he shared with Logan and a few others he grew to respect.

"It was nice fighting with you Kitty cat," Hepzibah told Felicia as she flicked her tail back and forth, "though I suggest you stop being a soft, it could get you and those you love for hurt," she ended, looking at me.

"Thanks for the advice, now go cough up a hairball," Felicia rolled her eyes, though you could tell it was more in jest than in anger. Hepzibah seemed to understand as she chuckled, waving goodbye.

"I still think they should be called the Justice League," Ch'od said as he and the other Starjammers walked to their ships.

"Ch'od!" Corsair hissed.

"What?! He said it himself, they fight for what's right! Justice! Justice League! Is this just me? Does no one else see this? I feel like I'm taking crazy pills!"

Wanda turned to me and connected telepathically, " _you aren't going to tell them?_ "

" _About Gabrille?_ " I asked, she nodded, " _no...not right now. Scott's emotions are all over the place. Give it a few hours and once he's stable enough emotionally I'll tell him._ "

" _You realise when you do he's going to blast you in the face for keeping it from him for so long right?_ "

" _I know, but right now...I'm sure losing a father is hard enough. Knowing your own brother is out ot get you would be...hard for anyone._ '

Corsair laughed as we watched them boarding their ship and taking off, exiting the atmosphere in seconds, leaving us alone.

"What do we do about those guys?" Felicia asked first, "this was always meant to be a one stop before out next move. So, what's next move?"

I shrugged, "it depends on them honestly if they want to stay or leave. And if they do stay," I groaned, reaching up and scratching the stubble growing across my face, "well, we could set up a base of operations on this planet, but it's going to need a lot of resources, resources we don't have...or maybe…."

"I know that tone," Logan grumbled, "you're about to say somthing stupid."

"We could build a city here."

"Yup, knew it."

"But would they even want to stay?" Wanda suddenly asked. We turned to her and she continued, "we can't make them stay, obviously. Some if not all would want to go back home."

I nodded, "I suppose...but what about those that don't? I've been thinking...we pissed off an Empire that controls thousands of systems and has virtually unlimited resources. If we intend to fight them, and knowing they are also after Jean a fight if definitely going to happen, then we need more than just...well us."

"Are you proposing we turn the people we just freed into soldiers?" Logan asked, an edge to his tone, his eyes narrowed, "that doesn't sound very much like you Parker."

"I'm not going to force them Logan," I quickly replied, "but if anyone of them wishes to fight then having them on our side would be better than having them go on their own...imagine if they operated very much like the Starjammers do? Units working in tandem to bring down or at least opposed the Shi'ar Empire."

"You're talking about forming a terrorist cell," Sue spoke up.

"No, I'm talking about forming a Rebellion," I replied, "a rebellion of people against an evil empire ...oh my god this is so like Star Wars."

"Okay, ignoring your obsession with creating a real live version of Star Wars, why do we even have to fight?" Quill spoke up, "I mean, yeah, they do some bad things, but why is that our responsibility?"

"Because Quill, with great power comes-"

"-Great responsibility," chanted my allies from Earth with a role of their eyes.

Quill and the others blinked, confused. He said, "I don't' think I understand what that means..."

I smirked, "it means if you have the ability to combat a great evil and you chose not to, then every vile act the do after will be on your head. The Shi'ar Empire won't fall to us, I understand that, but at the very least we could set up someone, something to stop them from going too far."

"That would take time and resources," Jessica spoke up, "right now all we have are the 17 ships they arrived on and The Liberty. We don't have a stable system of food production for the 'Rebellion'," she inflicted the tone of voice, "nor do we have the weapons or anything worth while."

"Yes...but we do have and entire solar system of resources to draw from," I pulled out an SA from my lab and typed on it, "Sexy, can the scanners on the ships we stole from the Shi'ar track and locate mineral deposits?"

" _Yes Peter, the systems are strong enough to do such a feat._ "

"Then we can have them scan the planet for any resources we can use," I turned to the others, "it doesn't have to be a big base, a small one will suffice, just a place for people to stay. They can't always live in a ship."

Jessica froaned, "tt would take years for us to extract the resources, build facilities to use them and then get into production, the labour alone-"

"-I got a solution for that," I smiled proudly.

Jessica rolled her eyes, "of course you do. Well? What is it?"

I tapped on my SA and pulled up the theoretical project I had been working on in private after leaving Xandar. It got displayed before us and Sue, being the smartest one of the group, recognized it and understood the purpose immediately.

"Peter this is insane!" Sue cried out in horror, "what if something like this got out of hand?!"

I shrugged, "it won't, we'll have fail safes installed to prevent such a thing."

"I'm sorry, but am I the only one who doesn't understand why you look so conflicted?" Carina asked, as everyone else shared her belief.

"It's an idea I had since I bought the Marvel system," I explained, "I always intended to create a sort of settlement here, I figured if Earth is fucked then humanity could always get a second chance here, a fresh start. But the thing is the issue of resources came into question again and how we were going to use every single molecule of the system effectively without wasting even a single grain of sand or shard of metal. We're losing our planet due to pollution and poor planning, I didn't want that happening again. So….I can kind had this in mind."

"From what I can tell it's a system of nanobots that would work in tandem with the users commands to work together to break apart and repurpose resources," Sue explained, "it would require thousands of them working together, but if they are able to do that then-"

"They would become our workforce," I said with a smile, "one that doesn't require rest and can build complex intricate structures with ease. And if we can ensure every product they can be broken down and reused then we can use them to break down old buildings to make something new and better. No wastage and no time wasted. And I call them microbots, not nanobots."

"Dude...that's some next level sci-fi shit," Johnny replied, "I mean, do we even have the technology to make something like this?"

"I do," I nodded, "it's the same basic concept as my own nanobot suit, only on a much larger and more complicated scale. I had something similar when I was working with the dwarves, I used a system to scan the place I worked. I finished the programming needed to make such a system all that's left to is, well, make said system." It was a memory I had one night that inspired this actually. A dream of back when I was...well, me. I remembered watching a movie and this idea came from this. Who knew the answer to all my problems would be found in a movie called 'Big Hero 6'?

"This...could work," Jessica replied as she scratched her chin, "and since we'll be using robots you could use them to dig resources out of dangerous places, like maybe even the other planets in the solar system. Heck, if we work this just right then we don't have to use any of the natural resources on this and the other life sustaining planets at all."

"But even if we can build a settlement, It's not a good idea being tied down," Logan grunted, "especially with half a galaxy looking for us."

"But moving all the time will be a difficult act," Beta-Ray Bill explained, "I should know...Peter, inside my systems are several thousand methods to build up a society from scratch. It was designed for my people but I would not mind helping set a place for the people we freed."

"That...would actually help a lot," I replied, groaning in thought putting away my plans for the nanobots, "do you have something in mind?"

Bill groaned before nodding, taking my SA before taking a USB cable from the system into a port on the underside of his arm. It's sometimes easy to forget he is after all a cyborg, no matter how life-like his outer appearance was.

A holographic image of a city plan came up before us, and we were all in awe. It was a marvel to behold. Hehe, pun.

It was a city built on top of a giant platform, the buildings rested on a disc shaped casing, inside of which several buildings come skyscrapers were situated with air tunnels built in and around the city.

"That's going to take a while," Johnny whispered, "I mean...damn man, it's going to take years to make this happen."

"Weeks if we use Peter's microbots idea," Sue replied, "but without a way of even making said microbots well..."

"I….I suppose," Bill admitted nervously, "it was after all designed to be built by a hundred thousand people working together in tandem. According to my calculations it would have taken my people a week to make this..."

"How?" I asked, "wouldn't they lack the resources?"

"Yes, but our ships would have served as the raw material," Bill explained, "they were specially designed to be taken apart and built back into the shape before you, it's an interesting concept I proposed for the least amount of resources wasted in the mass exodus of our planet."

"Well we can't afford to scrap the ships we have on hand," I scratched my head, "this is an interesting idea…. But like Sue said we need the microbots first before we can even begin making a city… I guess for now we just focus on getting these people feed and warm. Sue, you and I will be scanning the food."

"We could use some help," Sue turned out the others.

"We would be glad to," Gamora nodded, though Rocket and Logan didn't particularly like that suggestions.

 **That night:**

It took a while, but we managed to step up a makeshift tent of sorts where all the former prisoners came to check the ediblity of the food they had brought. We worked through the evening and by the time the Star Lee set though we had enough food to feed everyone for the week.

We ate by the lakeside, nearby trees were chopped down and their trunks were used as benches to sit down. We ate in relative silence, I could already see a division in the people, they had grouped together by the sector they came from, while my crew and I did our best to interact with them all, they were still hostile.

I glided to the people I helped free from sector R, there were fewer than the rest, mostly because Vulcan and Gladiator killed a third before they could escape. They noticed me and stopped, some whispering, all cautious.

Except one it would seem as the youngest one there stepped forward with not a trace of fear in her eyes. She was short with a bald head, scars running down her body and red lines around her eyes, similar to the kind Drax himself had.

She glared, "are you the one in charge?"

I smiled, "Yes, I am."

"Why is someone so weak in charge?" she spat, her eyes glaring at my hoverchair, "how did you come to lead such great warriors?"

"Well...I'm not really sure," I shrugged, "most of them are my friends, some I think just follow me because we share common goals and ideas and the rest...well they don't have anywhere else to go and so they just stick around doing their best."

"But why do you?" she repeated herself, "a man in a stroller shouldn't be leading. Only the strong should lead."

"And who would you think should lead instead?" I asked curiously.

She looked around before pointing to Scott, "he should. His abilities are powerful."

"You know there are more ways to be stronger than destroying things, don't you?" I asked with a chuckle.

"You cannot beat him, no need to make excuses," she crossed her arms, "you cannot even walk." By this point we had gathered a small crowd as everyone had stopped what they were doing and instead turned to look at us.

"Hm...tell me little one, what's your name?"

"Why should I tell you my name? Crippled one?" she said mockingly. I have to admit, I know she's insulting me, but damned if I can't appreciate the sass.

"My name is Peter Parker, and yours?"

She narrowed her eyes, "my name is none of your business Peter of the family Parker."

I shrugged, "that's a little rude, but I understand...you are right, only the strong should lead. There is no question about that, but what you think is strength is not what makes a leader."

"Then what is it cripple Peter?"

"It is strength of character," I replied simply, "the will to do what must be done, to not compromise your values and ideals in the effort of leading your team. I may be right, but as far as I can see a good leader isn't always the strongest, but always the one who inpsires their people though their own actions. Like you I suppose."

She tilted her, confused, "I am no leader."

"And yet the people in your sector follows your lead do they not?" I motioned to the people behind her who were looking at her with respect, "they may not listen to you on matter of knowledge, but when it comes to making choices well, your character carries weight."

She looked surprised as a few nodded, but turned to me with an annoyed look, "it still doesn't mean you would make a good leader."

"Yeah! Why should we support you?!" someone else cried out, "we should just get on the ships we took and make a run for it!"

I hummed, "and why would you do that? There is food and water here. Give a few days and we could build something for a home here as well."

"Staying here will only give the Shi'ar a better chance to find us!"

"And going out into space with their stolen ships will make you shine like an exploding star," Bill spoke up, coming to my defence, "right now, staying together is the best way for us to survive, the only way to survive."

"Bullshit!"

"Liar!"

"We should kill them and take their ship!"

" **ENOUGH!** " I felt my anger spike as without warning I felt Thor's powers reach out from my body without being called. The mental image of mjolner was raised several inches off the ground as my core radiated lightning.

KAKOOM!

A bolt of lightning came shooting out of my body into the sky, startling everyone and silencing them all. The brave girl from before looked horrified at the display of power, however, I knew I had to move, I needed to set the rules for this shell of a group.

So I flexed my muscles and pulling myself forward stood up from the hover chair, my body paining, but my wounds were healed enough so that it caused no permanent damage.

"You have a choice," I told the silent grove of survivors, "you always have a choice...the first is what some of you might want. To run away to your homes and families and pray the Shi'ar Empire doesn't find you. The others...well I'm sure hiding is the last thing on your mind."

"Revenge," the girl spoke.

I looked at her and shook my head, "no. Revenge will serve no greater purpose. It will not bring back who you lost or anyone who the Shi'ar killed...but to avenge, that is a sweeter victory."

"What is the difference between revenge and avenge?" the girl asked.

"Avenge means the achievement of justice, revenge means retaliation. You can fight for yourselves, but if you fight for others, to ensure the Shi'ar Empire never gets a chance to do to others what they do to you, then you would be more than just the prisoners they made you to be, you would be a symbol of rebellion...of hope.

"I know most of you have homes, families," I looked at them all, "if you wish to return to them then please be my guest. Take one of the ships and get to your home and family. But if you want to justice, then stay, become more than just prisoners, become someone who the Shi'ar Empire will learn to fear. Corsair and his team can't change the universe on their own, they will need help...they will need us."

"Who are you people?" someone in the crowd asked.

"We're the Avengers," I replied as I felt my team come around me, standing tall and proud, "we came to the greater galaxy to save someone precious to us but along the way we learnt of the wrongs of this universe. So we offer now a chance...a chance at fighting back, to rebel against those who have wronged you...so who's with me?"

The girl was the first to stand, "I am."

"So are we!" another called out along with the men and women behind him.

"Will you really let us go home?" another asked. I turned to them, they were a smaller alien species with red skin and a balding head.

I nodded, "Yes, if that is what you want...but consider this, they found you once, how long until they attack again and you are back in chains? If you think you can run and hide forever then do so, we'll even help you if the need arises...but I think your skills will be better suited serving not as a victim, but as a fighter...as an Avenger."

There was silence again, before a large beast of a man stood up. The alien looked like what the lore of Earth would call a werewolf, big and hair with a canine body, he spoke with a rough almost growling voice, "I've spent my life being the victim...if I go back to my home I would only endanger them...I accept your offer Leader of the Avengers...but if you ever put our mission aside for your own goals know that I will be the first to aim for your throat."

I nodded, "that is fine...you all have the night to decide what to do, I will not hold it against you if you leave...in the morning, if you stay and the light of the Star Lee hits you, consider yourself an Avenger."

 **That night in the Danger Room:**

Scott looked around, confused and patient, "so, what exactly are we doing here Peter? You should be resting, that little stunt must have pulled a lot out of you Pete."

"No Scott, I'm fine. I just need...I just need to rest is all," I sighed, grabbing the arm rest of my chair as Wanda stood behind me. She placed a gentle hand on my arm and nodded, I smiled, glad she was here to help.

"So...what's this about?" Scott asked.

"Scott...do you know how I knew about Jean?" I asked the man.

Scott groaned, "know what? About the Phoenix?"

I nodded, "yes...you see Scott, I have this...ability, to see other worlds, other realities of what can be or will not be. It's a gift and a curse..."

"Why are you telling me this?" Scott asked.

"Because Scott, one of the things I saw was...was a world where there was not two Summer brothers, but three."

Scott gasped, "w-what?"

"Your brother, the one D'Ken ripped from your mother's womb...he lived...he grew up-"

"-No."

"-And he became Vulcan of the Shi'ar Empire," I ended quickly, "that was why your powers were so evenly matched Scott, why he couldn't absorb the energy you put out, because-"

"-he's my brother?"

"In one future, in one universe yes...and I think, seeing what we saw he can do, in this universe as well," I sighed, "I meant to tell you sooner but...you had just lost you father again and I didn't want to push you too much so quickly..."

"...In one of those other worlds did he...did he and I ever become a family?"

"It doesn't work like that Scott," I couldn't tell him that I simply didn't know, "but I do know that it doesn't matter. What matters is what you do now that you know...how you think Gabrille will react is what you should be worried, not about a world that might never be."

"Gabriell? That's his name?"

I nodded, "yes...that's his name. Gabrille Summers...we'll leave you alone Scott, try not to blow up the Danger Room."

Wanda rolled me out into the elevator, the last thing we saw as the doors shut was Scott blasting away at many flying targets that was coming for him, already deep in his 'thinking' process.

"Thank you for coming with me," I replied.

"You afraid he was actually going to blow your face off?" Wanda asked with a smirk.

"No….yes," I shrugged, "doesn't matter...I can't even imagine what he's going through the poor guy."

"I'm sure he would want to try and reach out to him...maybe try and change his mind."

"So...if we're keeping with the Star Wars theme going on here Scott is Luke Skywalker and Gabrielle is Darth Vader?"

"That punk is Vader? Please, I've seen underwear scarier than him," Wanda snorted as she wheeled me in to the crew sleeping quarters, "you're not going to sleep are you?"

"No...my powers are acting up again...I need to figure out why and how."

Wanda nodded, "I get it," she bent down and planted a gentle kiss on the edge of my lips, "don't stay up too late. And don't do anything crazy."

She walked into her room and shut the door behind her. I blinked, what the hell was that?!

I went into my lab and shut the door, trying and failing to understand just why Wanda would feel this way. The woman always had a soft spot for me, and ever since she found out our possible future together...it's not important...right now, what's important is getting stronger, strong enough to beat Gladiator next time we meet, everything else...it came second.

Something happened tonight, Thor's powers it felt….off. It came to me faster than before, stronger than before. I closed my eyes and immediately found myself in my mental landscape.

Mjǫllnir, the one in my head at least, was a piece of work. I could sense the power within, all that energy just bursting, ready to be released, but my body wasn't ready for it, it was too weak to handle all that energy by itself.

I then turned to Franklin's own powers, a forest of lightning bolts running down towards the Dark Tower of my mind. Flying around like a leaf in the wind was a red ball that represented my psionic energy.

If I improved my mind and became a stronger magician and sorcerer I can become strong enough to use Franklin Richards powers, the same for Thor's, expect I need a physically stronger body to channel that energy.

Would learning more magic unlock more of Franklin Richards powers? Would becoming a weight lifter help me unlock Thors? No, that didn't make sense. I've been training my body physically every day since this journey began and yet I've not come any closer to obtaining a body strong enough to chanel Thor's energy than before, not to mention my mastery of special magic hasn't unlocked any special power of Franklin's.

Right now...I needed a plan, a training guide. I have too much power inside of me for it to just go to waste. The problem was I didn't understand what power I had within me, it was...well, literally beyond me.

I'm stuck in a rut and I don't know how to climb out… or do I?

Power is power...a body is a circuit, the mind for Franklin and my muscles for Thor. How do restructure my body? How do I…..ah...of course.

I opened my eyes, "Sexy, my body's genetic make up, when my cells work on replacing every single damaged part of my body, what's the genetic template it's using? Analyse it please."

" _One moment,_ " the AI replied as it began to work, quickly the result were displayed holographically over my head. I read it and quickly understood what was happening.

When a body regenerates cells, it replaces them according to the genetic plans within itself. Problem is, I'm a genetic chimera. The DNA of the cells for my body is human with trace amounts of DNA from the other people I've stolen powers from, but my new cells, the ones replacing my damaged body...these were completely different from before.

These new cells were tougher and more durable. They were literally infused with the DNA of a god after all. The new cells in my body were more powerful than the rest of my body and frankly that was an imbalance I had to fix.

"Sexy, I want you to activate sonic disruptors we used to break down vibranium and use it the parts of my body that still contain cells that haven't been replaced completely by Thor's DNA. Begin and keep going until my body has been fully replaced by new cells."

" _Peter, this would cause you an incredible amount of pain._ "

"Not if I escape into my mindscape and block the pain from there," I replied, "do it, I'll be fine. Lock the doors and tell anyone who asks that it's a risky procedure that I'm doing on myself to help improve my recovery rate."

" _I...I understand, beginning the deconstructive procedure...good luck Peter,_ " the AI replied as I closed my eyes and once again escaped into my landscape.

I felt the beginning of the sonic disruptors target the tips of my toes, immediately I put a mental block between that and my conscious mind. Replacing my normal cells with ones with Thor's blood in it should help...theoretically. But I have no doubt that's just the beginning.

But it was a start and ...well, it's the best I have at the moment. I felt myself slowly slip away to a state of blissful meditation, bringing up my connection to Franklin Richards powers to try and figure out what exactly it would require to strengthen my mind.

I began playing with the rain of thunder around the Dark Tower. It was energy, pure untapped energy that frankly dwarfed Thor's in certain ways. I keep playing over and over with it, trying to figure out the puzzle that was this power.

 **Six hours later:**

My mind came back to my body a few seconds after the pain stopped. I opened my eyes and moved my neck, my body felt raw...painful but not as much as before. It felt like I had just stepped out of a sauna.

"Sexy? Update."

" _I've done as you've asked Peter and right now every cell in your body has been replaced with a fresh one that contains the altered DNA of the Asgaurdian DNA._ "

"Any physical changes I should be aware off?" I grumbled as I pulled myself up and felt..well, the same.

" _There has been no major physical change to your body type sir. You have gained a slightly larger muscle mass, but other than that you are the same._ "

"Mirror," I called out and a holographic mirror of my body was presented to me as I climbed out of the vibranium healing chamber.

Sexy was right, the changes weren't too bad, I was a little taller and I looked a little buffer but nothing else major.I grabbed the spare set of clothes I leave here in case of a lab accident and put them on.

"Sexy, what's the status of ships? Have anyone of them left," I asked.

" _Out of the seventeen ships, three have left._ "

"Not bad...that means we have what, a thousand or so of them left?"

" _Yes._ "

I nodded, walking to my terminal I pulled up my plans for the microbots I had plans as well as the plans Bill had presented. Sue was right, using enough microbots we could build the city plans Bill suggested, but the problem was that we didn't have the resources to build said microbots. My lab certainly couldn't do it with the tools I had and it would take too much time to build one that could. My best bet was a lab out there which knew what it was doing...for that I needed a contact.

Luckily, I knew just the guy.

 **The next day:**

It was barley morning when I stepped outside the Liberty with Scott and Wanda, we were surprised to find a majority of the prisoners we had freed was still here...awaiting our orders.

I stepped forward and eyed them all, I smelled fear, true, but passion and drive far more than that. Every single person here believed in the goal of freeing the enslaved. I was silent, they slowly grew nervous and then I spoke just as the morning sun came over the horizon bathing them all in light.

"Today, you're all Avengers," I spoke freely, "our first mission will be to build a settlement here, on this planet. But first, food, go, eat your fill, when you return I'll have more order."

They nodded and walked away, but as the masses left, the little girl from Drax's species stayed, she looked at me and stared. I raised an eyebrow and she simply said, "My name is Li Anna."

I nodded, "It is nice to finally meet you on proper terms Li. Go, I'm sure you're hungry."

She nodded and quickly walked away, I turned to Scott and Wanda and had them bring everyone outside, it was time to tell them my plan.

 **Five minutes later:**

"Are you insane?!" Felicia cried, "did you forget the part where they held us at gunpoint and demanded we leave?!"

I flinched, "well, yeah, but Nova Prime did say we were welcome to visit anytime so..."

"So?! You think they won't push you away again?!" Felicia hissed.

I sighed, looking to Wanda and Sue for help, they however shrugged and shook their heads, clearly siding with Felicia.

"Look, Brooker is probably the only one with connections far enough to find what we need in a short period of time," I explained, "I cannot produce the microbots in the amount we need on this planet with the tools I have, none of them are designed for such a project. We need his help."

"And Xandar hates us, or did you forget the part where they wanted to blow our brains?" Quill threw his hands up in annoyance.

I sighed, shaking my head, "do you know a place with enough resources and is advanced enough to support us right now?" Sue looked thoughtful and I quickly added, "which is not Earth, which is over a week away from our current location. Logan, I could use your connection with Kortta to make sure the Brooker doesn't screw us over."

Logan grunted, "I don't like it, but fine."

"I'm also coming with you then," Sue called out, "you'll need my help with the tech."

"I-"

"-No arguing," she hissed, "I know I specialize in biology but my skills in programming isn't something to scoff at either."

"I'm coming with you," Felicia said, "if you need to sneak in someplace, which let's admit there's like a fifty percent chance you do, then you need me."

"And me," Wanda spoke.

"No," I told her flat out, "the three of us is frankly more than enough. You and the rest need to stay here, keep things moving smoothly and if the Shi'ar Empire happened to find us you need to be here. You're a heavy hitter, they will need your help."

Wanda looked annoyed, but nodded in agreement. Rocket sighed, "they I guess you can use me and Groot a backup as well. We're useless here and I can help you with the tech."

I nodded, "fine...but that's it, the rest of you stay here and keep things running smoothly. If anything happens I'll contact Quill since he's the only one with a galactic address."

"Right o' captain...wait, are you the captain?" Quill asked, "I mean, if you mean to make a small army, we should probably make a hierarchy. Dibs on treasurer!"

"Dude! Come on!" Johnny cried out.

I chuckled, "I'll leave that to you guys...anyway, it's time we split, anything else we need to address?" they didn't have anything to say. The others took all their important items from the ship, like Johnny's hair gel and Carol's old suit, and put it on the Milano.

After a few moments to say goodbye we left, making our way to Xandar as quickly as we could.

 **A few hours later:**

Sue pulled on the straps around my arms, "the sensors in the straps should be strong enough to stand the electric discharge you let out," she explained, checking on the ones around my shins as well, "though I suggest you don't put too much strain on them."

I smiled, rotating my arms to stretch myself out, "don't work Sue, it's just a test run to see if there are some visible improvements since my cells changed. Sexy gave you the data?"

Sue moved to the terminal in the Danger room and pulled up the final readings my nanobots suit was able to give me before it was fired, incomplete but a very detailed analysis of the lightning I was giving out, "I have it. You're good."

I nodded and walked into the Danger room wearing a UMF suit and had Sexy turn the shields up to their very limit. I took a deep breath and let it out, reaching into my mind I picked up the mental image of Thor's hammer and activated his powers.

Krakoom!

Lightning started to spew out randomly, I felt its power coursed through my veins. I opened my eyes and looked down at myself. A cloak of lightning formed around my body, a protection of sorts from my very core to my skin.

"I'm getting your readings Peter," Sue called out from behind the shields, "the lightning you are somehow producing is ten times more powerful than naturally occurring lightning storm. How are you feeling?"

"I feel...good," I moved my body a little, feeling it moved faster and weighed a little lighter. It was...amazing. It was like before I was being held down by invisible chains but now those chains were cut. I could finally _move_.

So I jumped, clearing the hundred foot height inside the room, almost hitting the ceiling. I came down quickly, my hands were spinning around out of control until I landed, feeling almost no push back from the change in momentum.

"Peter, that was...how did you even do that?" Sue's voice came out in shock.

"I think my body goes through some changes when I'm in...God mode," I dubbed the new name, "honestly it feels amazing, like there isn't a limit I can't break...Sue, the readings from before, how do they compare?"

Sue took a moment before replying, "your guess seems to be accurate Peter. So far it seems due to your body fully regrowing cells with Thor's DNA present in them, they are able to adapt much more easily to the strain his powers have on you."

"I see...and how much more do you think this new body can handle?" I asked.

"I….I don't know."

"Sexy, increase the gravity to ten times that of Earth's gravity," there was a beep to indicate my command was accepted and my body felt a little heavier all of a sudden. I began moving, going through a khata that I vaguely remembered Colon teaching me.

I sighed, moving my arms in a circular motion before kicking twice into the air. I flowed through the katas, the familiar feeling almost nostalgic to me. I wondered how Collen was, whether Danny had saved her from the Hand's influence. I always regretted not helping the woman I once called master, but she had issues I couldn't solve and was backed by an enemy I couldn't afford to piss off back then.

Soon I grew accustomed to the weight and had Sexy double the gravity. I repeated the kata, moving slower now than before, but I could move nonetheless. My body however was now sweating, but it was still moving.

I increased the gravity again, this time I felt a little more restrained but my body grew accustomed to it, it almost felt...stronger?

"Peter, your body, the cells in your body are behaving in an odd manner," Sue's voice came out loud and clear, yet I didn't stop to focus on it, "it looks like...like it's adapting faster than ever before."

"I-I'm going to keep going," I replied, "Sexy, double it." It felt like moving through jelly, I managed to get twenty minutes in before I called it, settling it back to normal and walking out, sweat dripping down my body.

I turned to Sue, "How was it?"

"This doesn't make sense!" Sue cried out, smashing her hand on the terminal's sides, "the lightning doesn't behave like plasma at all!"

"How does it behave?" I asked.

"Like fucking magic! Which I guess it," she threw her hands up in annoyance, "everytime your body is facing some sort of resistance the lightning seems to...empower your body. It's like fuel of sorts, only I can't understand or detect how this change is happening!"

I groaned, looking at the readings on Sue's screen. From what I could see, she was right. The lightning was acting as an external source of energy for my body, powering it to surpass the limits it once had...kind of like.

"Chi?" I found myself asking.

Sue looked over, "excuse me?"

"It's kind of like chi," I explained, "the Chinness concept of energy...drawn in from around the body into oneself to energise and allow one to perform feats a normal person generally won't be able to do..."

"But...I mean, that's a human concept. Would that even apply here?" Sue asked.

I shrugged, "honestly? I….I don't know ..."

 **A few hours later:**

Xandar came into view quicker than before. All this time spent traveling really made these trips seem shorter and shorter than they were.

I brought us down into a nearby port Quill had ties with, and after a heavy bribe, we found our way to the Brooker's office once again.

I knocked on the door and after a moment it opened up. We walked in, the place was just the same as I had last saw it with Yondu, only much cleaner. The Brooker smiled in greeting, "Sir Parker, it is good to see you again. Please, how can I help?"

"Straight to business I see," I smiled.

"I'm aware of your...trainful relationship with the Nova Corps, I don't wish to prolong your stay and increase the chances of them finding out about you," he explained, "now please, how can I help?"

"I need a lab, someplace with equipment specially designed for creating robots and sophisticated enough to have the size of said robot be nearly an inch. Also it should have raw resources, enough to complete a large enough order in a few days time."

The Brooker groaned, "that is...a difficult ask, allow me a moment to consult my contacts?"

I nodded, "please, take your time," the man bowed and stepped into his back room, and as soon as he left, his assistant Kortta came out and flashed a smile upon seeing Logan.

"Well my savage man, I see you couldn't stay too long from me could you?" she said with a teasing smile, flipping her hair over her shoulder in a prideful manner.

"Don't flatter yourself," Logan grunted before smiling, "but it is good seeing you again...how have you been?"

"Fine, all things considering," she huffed, "since you left masters business has increased twofold, many people wanting things they don't need to protect themselves, many more getting scared of the slightest shadow and feeling the need to arm themselves."

"I didn't realise he was an arms dealer as well," Felica said as she eyes the jewels the Brooker had on display, already forming a plan in her head to steal them I'm sure.

"He trades in everything, as long as the client has the money," she huffed, "information, planets, weapons, you name it...by the way, I've heard a rumor lately and I was wondering if you could answer me a simple question."

"What's the rumor?" Logan asked.

"That someone," she inflated her tone, "chose to pick a fight with the Shi'ar Empire, freed all their 'guests' and then kicked their crown prince's ass."

"Technically he got his ass handed to him by his own man," I supplied, not that Kortta looked very much impressed.

"And if this rumor was true?" Logan asked, ignoring me.

"Then you all have gotten yourselves in more trouble than before," Kortta sighed, "please, be careful."

I groaned, "Kortta...did the Empire ask Brooker where we were?"

Kortta forze, "I-I-"

"-Don't bother lying love," Logan quickly added.

Kortta sighed, "right...your hearing..damn it all, yes, they did. And they gave Master a week to give them something they could use."

"A week from today?" I asked, to which she nodded. The others turned to me, clearly worried, I quickly thought up a plan, "tell me, the planet system I bought, can the Shi'ar Empire track it?"

Kortta shook her head, "no, once a system is bought and paid for all records of it is scrapped, except the deed which you possess and a secure data black box stored in the heart of the biggest bank in the galaxy. Even the Shi'ar Empire would not mess with them. Is that where you're hiding now?"

I didn't reply, instead remain silent. I began to think, we had a problem, they knew our connection to the Brooker and sacrificing him and his contacts wouldn't be wise. They were searching for us...so maybe they could find us?

The Brooker came back just then with a data pad held up, "I found a company which provides exactly what you are asking for Sir Parker. It isn't very far from Xandar and they are very discreet. But they are expensive so I suggest you keep your time short while renting their lab out."

"Brooker, the Shi'ar Empire have contacted you, yes?" I asked. Immediately he sent a look to Kortta that promised pain, I quickly snapped, "don't look at her like that, she did the right thing. We are allies are we not Brooker?"

He looked at me and sighed, "yes sir Parker, we are...which is exactly why I did not immediately tell them about that system you recently bought."

"I heard those records were destroyed?" I asked.

"Nothing is truly destroyed, and no bank is every truly loyal to only their clients," the Brooker hissed.

"I see…..Brooker, I propose a plan. One that will save you from the Shi'ar Empie's constant demands and also dissuade the Empire from pursuing us any further."

Looking intrigued the man asked, "what do you have in mind?"

"It's simple, you tell them where we are," I smiled at his confusion, "or rather, where we are going to be."

 **Three day later:**

 **Prevor- 2344**

Coming out of warp were seven Shi'ar war ships, each one large enough to destroy a planet with their ballistic missiles. At the helm of the armada was the _STREPLOS_ , the flagship of Fifth Armada of the Shi'ar Empire.

Standing on the top deck of the STREPOLS was Minster Dorik, a close personal friend to the Emperor and the only one foolish enough to accept this mission. He looked out into the vast expanse of the galaxy, at the ruined planet before him and sighed, turning the general on board the ship, "are you sure this source is reliable?"

The Shi'ar general nodded, "yes minister. The Broker is highly regarded as an accurate informante. If he's provided this information that means he's sure they are here."

"Tell me general, which fool would choose to hide in the debris field of a destroyed planet that's been touched by the Phoenix?" Minster Dorik asked with a snort, "it's almost as if they are inviting death upon them."

"I believe they are gambling on the stupidity of their plan to be so bold that no sane person would think they would ever do such a thing," the general shrugged, "I have ordered all fighter ships to deploy and search the planet's ruined surface and broken core for all signs of life, hopefully we will find them soon enough."

"Yes, one would hope so," Minster Dorik growled.

This was not a good week for the Empire. Not only had the crown Prince suffered a humiliating defeat at the hands of an enemy, but Gladiator, the Empire's greatest warrior , was imprisoned and being treated for a form of mind control.

"What was his name again?" Minster Dorik asked offhandedly to the general. The man looked confused, "the one leading this team, these… Avengers."

"Oh, yes, I believe it is a woman, the legendary Kree renegade Verse of StarForce," the general replied.

Minster Dorik shook his head, "no, not that woman. I meant the man, the one in red and black in the form of that giant lizard I saw in the security videos on Sector R."

"Forgive me minster, but why do you believe he is their leader and not the more obvious candidate?"

"A feeling," Minster Dorik hissed, seeing the eyes of a leader in that man. After all, he who spent his life serving leaders learnt to recognize that look at an early stage, "what's the status of the search?"

The general looked at his monitor, "we've only just begun, I doubt-" he stopped himself, Minster Dorik looked over and saw the man smile, "it seems we hit a stroke of luck Minster Dorik. We managed to find three of the seventeen ships stolen from Sinthoes. The slaves inside are hailing us, asking to be allowed to be taken back."

Minster Dorik raised an eyebrow, "really?"

"Yes, really...though I can't imagine why someone would willingly become slaves," the general asked, clearly confused.

"Because some people are born to be enslaved while others are born to lead," Minster Dorik spat the Emperor's mantra, "bring them aboard the STREPOLS and confine them. Have guards stationed around their cells and make sure none of them are armed."

"We are detecting nearly seven hundred people inside that one ship sir," the general explained, "that would be too much, even for our cells."

"Fine, put a hundred in each ship and capture the stolen ships with a tractor beam," Minster Dorik snapped, "and as soon as you're done, tell me. I wish to find out what happened to their ' _Liberators_ '."

 **The cells onboard the STREPLOS:**

Minster Dorik stood before the prisoners and scoffed in disgust. There they were, the rotten and broken underbelly of the Empire. Gained their freedom, but they still refused to run away.

They were dressed in the uniforms given to them on Sinthoes, their serial number stitched across their chest. Ugly and disgusting, a hundred of them shoved into a space smaller than his personal bathroom. Vulcan couldn't stand the sight of them and planned to make this short.

"Where are the Avengers?" he asked.

"W-who?" an old man who stood at the front of the group asked. He was hunched over and leaned on a cane to walk, "who is that sir?"

"It's my lord old man, learn some etiquette when you speak to your superior," Minster Dorik snapped in rage.

The old man shook and bowed, "a-a thousand apologise my lord, forgive this old man. I only meant respect."

"That's better," Minster Dorik sneered, "now, the people who freed you, where are they?"

"T-the Starjammers?" the old man asked.

"No, the ones with them," Minster Dorik clarefied, his patience quickly dwindling. He wondered if he should just eject them all into space and get this over with. Pin up their bodies as a warning of what would happen if you cross the Empire and be done with this all.

"They left," the old man replied, "after freeing us they sent up coordinates to this planet and left us to starve. Food and water ran out three days ago. We-we understand the folly of our ways my lord, please, let us return."

"Hm… so you come crawling back," Minster Dorik snorted, smiling in amusement.

"Minster Dorik!" the general called out as he came running in a hurry.

"A moment general," Minster Dorik silenced him with a hand before turning to the old man, "I will consider your request old man-"

"-A thousand thanks Minster Dorik! A thousand thanks!" the old man cried, dropping to his knees and crying tears of joy.

"But, under one condition," Dorik smiled.

"Anything ,my lord!"

"Cut your throat," Minster Dorik replied, taking out a small dagger he carried for his self protection and tossed it through the barrier holding the prisoners. It feel before the old man who looked up at him in horror, "kill yourslef, and I'll save the lives of the other prisoners behind you...fail to do so and...well...I cannot promise you what happens next. After all, examples have to be made."

"My lord!" the general cried again, "it's urgent!"

"What is it general?" Minster Dorik snapped, turning around to face the man, "can't you see I'm busy?"

"The other ships! The prisoners! They are revolting! They already managed to capture four of the seven ships they were taken into and escaped through warp speed before we could notice!"

Minster Dorik's eyes went wide, "what?! How?!" But before he could say another word there was a loud and terrifying screech as an artificial voice rang out in the speakers.

" _Obtained control over the STREPLOS, activating warp jump now,_ " went the voice has suddenly everything turned dark.

"What the hell is going on?!" Minster Dorik cried out.

"Have you ever heard of a Trojan Horse?" spoke the old man suddenly. Minster Dorik turned to him and found the man standing straight with shoulders pulled back. There was a flash and suddenly the barrier holding the prisoners back vanished.

The old man stepped forward as a shin of golden light came over him, vanishing the form of an old wrinkle covered man, to that of a young, tall and muscular warrior. His eyes sparked blue and Minster Dorik immediately knew who he was.

"Oh no," Minster Dorik cried, he knew then and there, he fucked up.

 **With Peter:**

Scott came forward as his own magical disguise fell, revealing his true form. With a single touch he blasted the general behind Minster Dorik and sent him flying into a wall.

The prisoners behind me moved, their clothes transformed from the prisoner's rags they had into a suit of blue and red.

I had designed it to look like a blend of Captain America's Age of Ultron suit with my own designs put in. Instead of a white star they had the Avenger's 'A' placed proudly on their chest. The red and white stripes on their abs and the red highlights were replaced with black.

"Avengers! Take them out and take them down!" I roared as they charged, a hundred strong. The soldiers had their weapons, their guns and photon shields, but my army had something better, weapons built into their UMF suits.

In a flash, the newly updated and designed suits emitted a shield that copied the barrier tech the Shi'ar used in their prison doors. I stole the idea from the cells on the ships we had stolen. The army charged and pummeled through the dozen or so soldiers, capturing everyone of them easily, bringing them with their own cuffs.

Minster Dorik dropped to his knees, looking up at Scott and me, "please...have mercy."

"Fine," I replied, tossing his own dagger to him, "cut your throat, and I'll spare yoru men."

"After all, examples have to be made," Scott spat out.

Minster Dorik looked at knife in horror, his body shaking, "no, please no! Anything but that! I swear, I'll tell you anything you want! Please! Just don't kill me!" he was reduced to tears, sobbing as he tried to shrink away from our sight.

I ordered all the captured guards to be stuffed into the cells along with the till unconcious general and Minister Dorik. It took us an hour to clear out the rest of the ship, the others put up a good fight, but we literally had the ship on our side as Sexy sealed up rooms cut off the oxygen supply wherever she could, cutting down the opposition by more than half.

I didn't want them dead, no that would be a bad image to have. They were just knocked unconscious.

Scott and I stood on the captured brig, watching as the ship warped through space. "I thought Vulcan...Gabrille would be here."

I sighed, placing a hand on his shoulder and squeezing, "we'll find him...I promise you will talk to your brother again Scott."

Scott nodded, "yeah...what are we going to do with the prisoners?"

"The soldiers I suppose we'll send back," I clicked my teeth, "if we kill them all then they will become martyrs for their cause. But bey sending them back we make them know that if they stay out of their way we won't act like monsters...but the higher rank members, we're keeping them as bargaining chips."

Scott raised an eyebrow, "When did you become an expert in war?"

"Last night," I smirked, "Sexy had records of all essential classics in her systems. I've been brushing up on great historical leaders and their many conquests throughout the land...I can't help but think I've started something bigger than I ever could have realised Scott."

"You have," Scott replied, placing a comforting hand on my shoulder, "and I think that's probably for the best."

In the end we flew the seven fully captured warships back to the Marvel system, back home. This was our first mission, unofficially, it took three days to prepare, making the clothes alone took my printing machine two days of working tirelessly to produce.

But in the end...it was worth it. We had prisoners, he had bargaining chips. This was only easy because they weren't prepared for us, next time I'm sure it won't be as simple...but until then, I'm sure would serve as a warning to everyone, the Avengers were here.

* * *

 **See, I'm not a complete ass. I hope you enjoyed. Next chapter is going to be about setting up a base of operations and the Avengers first official mission.**

 **Also I hope the joke about Captain Marvel wasn't poorly done, just wanted to highlight how strange and left field that whole name thing was. Just really stuck out to me as unneeded and silly.**

 **Next chapter: 7th/April.**


	82. Embers of the Phoenix Part 1

"Bring it down slowly, slowly!" I cried out, ordering the transport to be placed carefully onto the sand dune. There was no one else around, the Star Lee was beating down on us hard but it wasn't as bad as one would expect when being in the middle of a desert.

It took a long time to get this ready, spent a lot of time and money in the private labs the Broker had rented out for me. Making the microbots took time, and uninstalling and deleting every spy software and virus in the system took just as much time as that place had almost everything inside spying on my every move and copying every calculation.

In the end, I knew I would have possibly missed something, so to throw anyone who looked through the system I installed plans for a secondary project. A new kind of blaster that was twenty times stronger than the galactic standard. Hopefully this would distract anyone who was curious about what I was doing.

The blaster would be easy to make and easy to use, but unless one looked carefully, they wouldn't notice the flaw in the rifle's barrel and it would cause the weapon to heat up and explode. Yup, I was a bitch.

But after a week, it was finally done. I pressed my hand against the container's side and the side opened up causing a tsunami of black small robots to come flooding out onto the sandy ground.

Johnny looked out from the ship's cargo bay and whistled, "think we have enough?"

"I think so," I smiled, reaching down and picking up a single microbot, it had a circular central body with eight robotic legs around it. It was the very cutting edge of the tech I had, the amount of things I built into it, a swiss army knife would be jealous.

Each microbot was around an inch big, black with blue eyes on the front and a small exhaust in the back. The eyes has the very best in spacing sensors and sensor technology, able to scan a kilometer ahead in a spectrum of vision that would make Superman seem blind.

The pincers in the front of its body had laser cutters similar to what Tony used in his Mrk. IV and VIII suits, able to break down virtually any normal material. The first pair of legs served as sonic breaking tools that would further break down any material the lasers would cut out.

The second set were refiners, made to separate the materials into different parts before shoving them into the microbots' body where an internal refinement center was made. This part was difficult to make as it had to be magically expanded to be bigger on the inside, that took magic and that meant I was magically exhausted by the time they were all made.

The internal refinement container would allow any single microbot to carry vast quantities of a single element, process it with internal refinement process to removal further impurities that the sonic refinement process hadn't removed and then be released as a pure and refined product.

Then came the third set of legs which was sonic leveling, which used sound to flatten and put pressure on any flat surface, this allowed the robots to fly for a short distance as well as bind together certain surfaces.

The last set of legs were used in tandem with the back exhaust of the microbot which released a modified form of my own web fluid. This fluid was easy to produce using simple raw materials and worked similar to my own, only it was ten times a stronger binding element than graphene concrete was. The legs would balance the microbot as it released the binding fluid, serving as an all in one construction unit.

"So, do things actually work?" Johnny called out as he jumped down and landed in a burst of flames, "I mean Sue and Wanda were pretty wound up while you did this."

I blinked, "I wasn't gone that long, just a few days. Seven at most."

Johnny shrugged, "yeah well, it's been a test keeping things quiet while you were away doing your best mad scientist bit."

I blinked, "really? Didn't Scott manage things? Did something happen?"

"No, it's just a few of the guys are getting angst," Johnny sighed, rubbing his neck, "they are 'eager to get out there and teach the Shi'ar bastards a lesson', to quote a few of them."

"But they didn't move did they?" I asked quickly, "I told him specifically that we weren't going to attack them for the time being."

Johnny sighed, "I know, I know. He did actually come with a brilliant plan actually, he got in contact with that Broker guy and got them a mission to do to keep themselves occupied."

I raised an eyebrow, "a mission?"

Johnny nodded, "yeah. Something about a lost cargo ship. The pay was good so Scott sent Bill and Carol with a few dozen recruits with a warship and two of those lighter freys after it. Figured it was good credits to our name and a nice sum of units to the coffers."

I had to admit, that was smart. Guess I was right in having Scott be my unofficial second in charge while I was away. Logan or even Carol would have been a better choice given their experience but they were too much of a lone wolf for my taste...kind of like me.

It was also a good move on Scott's part. After capturing those seven warships news of our actions spread like wildfire. Even when I was locked up in that private lab on a remote planet far away I heard how people talked about the Shi'ar Empire planning on retaliating.

Problem was, there was no push back from the people. Since we returned most of their men alive, save a few who wouldn't go quietly, they have mostly treated us as an annoyance rather than a threat, which was exactly what I wanted. Plus the good publicity this mission Scott sent them all on would get us more missions, a better name and maybe more recruits. I doubt the people we have are the only ones with a bone to pick with the Shi'ar Empire.

But right now, the fact was simply that we had no other choice but to keep quiet for the most part. We have seven warships and around 14 smaller ships from Sinthoes but that's about it. Not quite an Armada. But it was something, and I knew unless I gave them an objective right now to perform the people wouldn't stay silent for much longer.

"Scott did the right thing," I finally said, reaching out with my hand and summoning a black box from inside the crate.

"What is that?" Johnny looked over my shoulder as I opened the casing, displaying a black crown inside. It was a simple ringlet with red gems placed around the ring, "ah, dude, a crown? Isn't that a little egotistic?"

"It's a controlling device Johnny," I snorted, pulling the crown and pushing the box aside. I placed the device on my head, immediately a holographic display came alive before me with the readings and HUD of the enetier microbot collective swarm before me.

"Alright, first things first," I looked around, we were in the middle of what could be called the greatest dessert on Archno, around 4 million miles, just a little bigger than the Sahara desert back on Earth. I gave a mental order for the microbots to activate and in a whirl, all seven hundred thousand units came alive.

"What the shit?!" Johnny cried out as he jumped away in shock, watching as the spider like robots moved and began digging into the sand below us. In twenty seconds all seven hundred thousand of them were gone.

"Okay, what was that?!" Johnny cried out in shock, "where did they go?!"

"I sent them into search mode," I explained, pointing at the holographic HUD displayed over my head, "their scanners detected several mineral deposits below us so they've gone to excavate it."

"I see," Johnny replied, looking at the ground with unease, "so right now nearly a million robots are digging up the ground?"

I blinked, "maybe we should move."

"Yeah, no shit Sherlock," Johnny snorted as he and I flew up onto the transporter ship and looked over the edge, watching as slowly the sand dune we were standing on began to sink into the ground. We watched in awe as the pit became bigger and bigger, until a ping rang out from my headset.

"What was that?" Johnny asked.

"I had uploaded a building structure into the microbot's program, the machines went in searching for the materials needed to build it and it seems they found it," I hummed, surprised at the speed in which they worked.

Soon the swarm of microbots came out of the sand, waiting for my next command. I looked around for a stable place to build the plans I had in mind, sadly though no place seemed suitable. So with a mental command, all the robots moved as one, almost like a sentient wave, flowing across the desert sands.

"Woah," Johnny exclaimed.

"Come on," I ordered as we jumped up and began flying after the microbots. I looked around from above until I saw a large rock structure just up head a few miles from where we began. I ordered the microbots into the valley and they reached as soon as we landed there.

"Begin construction," I gave the verbal command and watched as they moved, breaking apart and evening down the landscape before us. They then began to construe, a whirl of black metal came across us. They started from the basement, inputting the underground pipes and other systems before moving slowly upwards.

I could make out a few details here and there, but they were still moving so fast that before I could identify what exactly was happening they were almost done.

Ten minutes later they moved to the side and stacked themselves up in the shape of a giant cube, moving into standby mode. And in the place of the construction was a house. A plain and simple house.

The house however was perfect. There was no flaws or mistakes in the construction. Johnny and I stepped in and felt a cool breeze, the way the walls were constructed one could feel a breeze come from one corner to the other. Natural ventilation using the movement of the desert winds.

The house was bare of anything wooden and any furniture. But in everything else it was perfect. Three floors, a flight of stairs with a metal banister and a fireplace running up the side of the wall with a chimney coming out the back.

"This is kind of amazing," Scott whistled as he looked around, amazed at what he saw.

"Yeah," I placed my hand on the wall and pushed, taking a fraction of my strength to break the wall apart, "not bad, stronger than most buildings on Earth. Johnny, can you burn it?"

Johnny looked unsure but nodded. I stepped back and he set a wall on fire. After a few moments however the walls remained uncracked and except getting darker, the walls of the house remained standing.

"I totally expected it to crack like clay," Johnny said as he tapped the wall, "if anything it sounds harder than before."

"The impurities have been fully removed," I explained, "and then built back together using some strong fluid...this will do, this will do very well indeed...I think we can officially call this project a success."

"Alright, what now?" Johnny aked.

"Now, we headed back home and begin construction for real," I told him, ordering the microbots back into the container on the supply ship. Storing them and the control crown away we flew back to what soon became the capital of Archno.

Flying down the cloud line I gained a glimpse of the capitol, what the people began calling Avengers Point. Nice name than any, so I didn't mind...also Felicia refused the idea of naming it Awsomeville, honestly, some people have no sense of naming.

We came down at the edge of the city limits and walked in, leaving the microbots behind in our ship. The warships we had managed to capture were patrolling the system, they were much too large to bring down to the surface, but the escape ships from Sinthoe was not as they were placed around the city limits serving as both the sleeping area for the people and as protection.

The 'city' consisted mainly of these ships along with several tents and wooden cabins built near the center. The cabins were used for storing food and as a mess hall, while the tents were mainly for those who didn't want to sleep in the stuff ships, which were many if I was being honest.

As we walked in my appearance drew many people's eyes. Everyone was surprised to see me again after so long, many greeted us with smiles, waving happily, I waved back, though I admit I didn't know all of their names just yet.

Pitched in the middle of the city by the lake side was a large tent inside of which I found Scott and several other members of my team. Wanda, Felicia, Rocket and Gamora were there, each working on something.

"Peter," Sue noticed me as soon as Johny and I entered, "how was the test run?"

"Perfect, the binding compound was used perfectly, I couldn't break it apart without using a fraction of my strength," I replied, tapping away at my SA and sending a file over, "I just sent you the working data, see if you can spot something I missed."

"On it," Sue nodded as she quickly became engrossed with that.

"Where are Drax and Groot?" I asked Rocket.

"Drax is with that Lin kid," Rocket grumbled, "took a real shine to her. Been teaching her how to hunt and fight."

"Well what do you expect?" Gamora asked with a huff, "they are the last of their kind, I'm sure he sees her as the daughter he lost and she him as a father she never had."

Rocket shrugged, "whatever, you mammals are all the same."

"Dude, you're a mammal too you know," Johnny raised an eyebrow.

"Say that again?" Rocket threatened, lifting a socket wrench in warning, to which Johnny raised his hands in surrender.

I turned to Scott and quickly walked over, "so, I heard you sent a squad out on a mission?"

Scott stiffened as he slowly placed the SA he was looking over down, "yeah...about that-"

"-It's fine Scott," I waved away his words, "frankly I think you did the right thing and I did leave you in charge."

"You aren't mad?" he asked.

I shook my head, "no, I'm not. Tell me about the mission."

"It's a simple search and rescue operation," Scott explained, "I figured Bill and Carol could handle anything too strong and unexpected. I have the details if you want."

I looked over the info pack and nodded, finding nothing too out of the ordinary, well, expect the price that is, "this is a large sum for a simple rescue mission."

"I'm not sure, but I think a member of the crew that was lost is someone personally connected to the guy who hired us," Scott explained, "he paid double our asking price on the condition that everyone be brought home safely."

I shrugged, "well, as long as he can pay...anyway, walk with me?" He nodded as we exited the tent and walked around the small community that was Avenger's Point. I looked out and saw the people off duty enjoying themselves, sitting down and talking or playing. Hard to imagine they were once slaves were treated as poorly as the Jewish people of Germany were.

"So, have our _guests_ said anything yet?" I asked about the general and the minister we captured a week ago. I tried to read their minds and extract the information that way, but the Shi'ar Empire seemed to have some kind of inbuilt immunity to psychic attacks. Very annoying and very dangerous.

Scott sighed, "no, they've been silent. Though Dorik is kind of getting on everyone's nerves. He has this habit on insulting...everyone. Wanda broke his finger a few days ago when he made a pass at her...I don't think she feels guilty much."

"I'll talk to her about it," I nodded, "thanks for this Scott. I know stepping up was hard and all...especially with the Gabrielle situation."

"You mean how my long lost baby brother turned out to be a giant prick?" Scott snorted, "honestly, having something to do helps. I think I've processed most of this stuff...all that's left to do is, well, try and figure out how to stop him without killing him."

A flash of memories rose across my mind as I remembered my first encounter with Vulcan and Gladiator, "don't worry, it's going to take a lot to bring down those two...anyway, since the microbots have finally been made I think it's time we finally begin our plans for our city. How long before the squad you sent out to come back?"

"A few days? Maybe more?" Scott guessed, "they should be back within three days by the latest."

I nodded, "good, that means we have time...listen Scott, I'm not much for the day to day tasks, I'm more of a long term kind of guy and right now I have another project that needs my attention."

"Which one?" Scott asked.

"The Phoenix tracker?" I reminded him,"the one the Shi'ar Empire was developing? Well I think I finally figured out how to make it work. I'm going to need a few weeks for this though so I was thinking...maybe for the next few days….you could keep everyone straight?"

Scott nodded, "whatever you need Pete, though ah, before you go into research mode again maybe it's a good idea to talk to everyone? Interact with the troops as it were?"

"Been reading up on military leaders?" I asked with a smile.

Scott shrugged, "you're the one who suggested it."

"Alright, I'm going, keep things smooth and call if you need anything," I wished Scott well and left, looking through the people at Avengers Point to see who to talk to first, before spotting Drax and Li Anna, sitting together by a fire site, skinning what looked to be a local animal.

We began a small bestiary of all the local life forms we found, naming what we could and finding what parts were edible and what wasn't.

Drax took the lead on the hunting trips with Li Anna by his side. I was happy the man found some form of peace, the two sharing a bond of being one of the last of their kind.

Looking around now...I see just what the galaxy has become. Thanos attacks anyone who is alone, be it a system like Gamora's that didn't align with any major empire or a weakened empire. And if not Thanos then they had to deal with assholes like the Kree and the Nova Empire, or god forbid you were conquered by the Shi'ar.

The outer galaxy seemed like a shit place to be, it had its moments, but why did it feel like everyone else expect Earth was a place where the strong preyed on the weak? Did they not have heroes of their own?

"Peter! Come join us!" Drax called out. I smiled and nodded, walking up to him just as he finished carving the last of the animal's hide.

"So, what's this one called?" I pointed at the bipedal beast. It had the snout of a pig by the body of a long rat, very meaty around the body and limbs.

"We call it a Karakoo," Li Anna said proudly, "I hunted it myself."

"And you are a fine warrior for it little eon," Drax nodded in encouragement, turning to me and pulling out one of it's legs, "eat, it's tasty."

I raised an eyebrow, but shrugged and took the offered meat. I snapped my fingers and summoned a spark of lightning between them, burning the meat until it began to give a tasty arumo.

I bite into the now cooked meat and hummed, "that is quite good."

"It tastes even better raw," Drax said, biting into another piece violently, blood and loose strands running down the side of his mouth. Li Anna quickly copied his action.

I bite down my disgust, "yeah well, humans have a weaker stomach than your species. We need cooked meat to prevent any indigestion."

"Are all humans so weak?" Drax grumbled.

I shrugged, "we have our ups and downs."

"Why are we talking about directions?" Li asked, confused.

I blinked, "oh, right, sorry, forgot your kind takes things literally. I just meant every human has things they are good at and things the are bad at."

"But not all are as strong as you are they?" Li asked.

I nodded, biting into the meat again, "that is true, not all. But as you can see, we all have our own gifts."

"So you are saying every single one of your race as an ability?" someone else at the carving station asked. I looked around and surely enough a small crowd had formed, all eager to interact with me in some form.

I shook my head, "no, they are rare, but yes, from what I can see my people tend to develop powers more often than other species in the galaxy. Most were in hiding or didn't exist until…"

"Until what?" Li asked, now curious.

I smiled, "until the Avengers were formed." They all looked confused, since in their minds _they_ were the Avengers. I chuckled, and explained, "the name I gave you is actually in honor of the team I served on before venturing out into space. The Avengers were seven heroes, the mightest on Earth at the time. We joined forces and prevented Thanos' army from conquering our planet."

"Seven people stopped The Mad Titan's army?" one teenage alien asked in awe.

I nodded, "yes. But it was difficult."

"Can you tell us the story?" someone asked. I turned to reply that I didn't have time, but stopped myself. I had a crowd and by doing this I would be bonding with the people I would ask to risk their lives for me. A few minutes of my time was a small price to pay.

"Alright," I smiled, sitting down on a nearby crate, making myself comfortable, "I suppose it all began a few months after I gained my powers."

"You gained your powers? How? Were you not born with them?" came a logical question.

"No, you see I had actually gained them by accident. Well...it wasn't really an accident since it was specially coded to only work for my DNA...I think I should begin at the beginning," I sighed, they all sat down around me, eager to listen, and I told them my story.

 **A few hours later:**

Twas the night before I knew it. More and more people joined in on the impromptu story session and soon a camp fire was made in the middle and I sat surrounded by nearly all the people of Avenger's Point.

Felicia was snuggled to my right, my arm around her hips, holding her protectively. Wanda was on my left, it felt awkward at first, memories of the kiss we shared came back to me, but I pushed it away. She sat a little closer than before, nearly touching me, it even gave Felicia pause.

Wanda was never that friendly.

Everyone from my team and the Guardians were here as well. They all sat there listening, listening to me tell them stories of home, of my adventures.

"-And when I woke up...Jean was gone," I sighed, getting to the end of my story, "she had given herself into the Phoenix in order to save us all. So, we came after her, all of us."

"But how do you plan of defeating such a being?" someone asked, "it is a literal Cosmic Entity!"

"Yes, but who said anything about a fight?" I winked, only Wanda understood what I meant. "Now, since the story is over, I suppose it's time for a curfew, Wanda, do your scary voice thing."

Wanda rolled her eyes and got up, her eyes glowed, "if I catch you doing somthign stupid, I'll hurt you." Many grew used to her threats by now, but she still managed to scare the shit out of most of them.

As they all dispersed to their respective sector ships, a loud beep suddenly came out. I tapped my SA and a holographic image of an Avenger recruit came up. He was stationed on one of the many patrolling warships we had captured.

"Sir!" he cried out, "this is the Warship Gamma! We have detected the away team coming back. They sent the verification codes and they check out. Shall we allow them entry into the system?"

I nodded, "do it. And tell Carol and Bill to report to the Liberty as soon as they can."

"Sir, actually, they said they wanted to talk to you directly and that you should, and I quote 'get some extra beds ready as soon as you can'."

I narrowed my eyes, "fine," I dismissed the call and turned to Scott, "think something happened?" He shook his head, clearly hoping that wasn't the case.

We waited by the fields outside the city limits and sure enough, a few moments later the two smaller freighters we sent with them came down. When the ships landed and opened up we were surprised to find Bill leading not the small away team from before, but rather a small village of people that quite frankly looked a lot like him.

"Bill, you found your people!" Tandy cried out in joy as we all quickly joined the now proud cyborg.

Bill smiled, "yes, I did."

"May I ask how?" I spoke up. I looked over at the second craft and sure enough Carol walked out with the rest of our members and a few more of the Korbinite species coming behind her and quickly lining up behind Bill. They were dressed in rags, dirty things that I frankly was sure wasn't cleaned in few days.

The Korbinites were orange skinned bald people with longer limbs and a very potato like face. Bill honestly looked very different from his people, but I could see the resemblance here and there.

Bill nodded, "certainly. The mission went ahead as expected. We tracked the missing trading ship and found they had been captured by pirates."

"Took them out pretty easily, no biggie," Carol smirked, rubbing her finger nails with a smirk, "took like a minute."

"We freeed our client's daughter and then..in the cells, I found my people," Bill turned, looking like he was on the verge of tears, "they had been starved and beaten and...I know I should have told you before bringing them here-"

"-None sense," I cut in, looking at their thin and shivering forms, "they're cold and they need food. Drax," I turned to the man, "do we have enough for them?"

Drax grunted, "more than enough. I personally hunted enough meat to feed several large families."

"We should be careful," Sue advised, "start them with something light, don't want to cause indigestion."

"That won't be a problem," Johnny spoke up, "remember the stuff Bill ate?"

"He is a cyborg."

"Yeah, but...I mean-"

"-Something light for now, meat if they can handle it," I spoke up, cutting off the debate, "Bill have them sit around the campfire. We still haven't built a proper city and I think they are about done with small spaces for now."

Bill nodded, "yes, very much so," he turned to his people and repeated my instructions. They looked unsure, but nodded and moved towards the flame. The people still around the flames looked at them curiously, it took them a second to realise they were refugees as well, and when they began to help.

Curfew was forgotten as we all worked in tandem to make the Korbinites feel at home. We built a tent over their heads and made sure the smoke from the flames had proper ventilation. Food was given and they were shown the nearest stream to bath in if they wanted, and many did want to as they were desperate to wash the grim off their bodies.

By the end of it all everyone, and I mean everyone, was tired. Tired and sleepy. They all went to bed, I promised Felicia to meet her and sent her away too, the only ones left awake were a few patrolling guards, Bill and me.

I walked up besides him, stood like a towering gaurd looking over his sleeping people. Silent, watchful.

"You should sleep," I told him, "they are safe for tonight."

"I failed them once, I will not do so again," Bill whispered before turning me, "for tonight? What do you mean? I thought...forgive me if I was mistaken Peter but did you not promise a planet for my people?"

"That was before said planet belonged to a system that was in open defiance of a galactic Empire," I replied, "the Shi'ar Empire will find us one day, and when they do I….I don't want your people going through such hardships again. I'll help you buy a solar system of your own, you can make a proper home for them there. But until then, they are more than welcome to stay here with us."

"I see...I understand, thank you for offering your home all the while," Bill replied, a little too sharply for it to be genuine.

I sighed, "Bill, you have to understand, we're starting a war here and I don't want to pull your people into it...they have been through enough."

"You see these people before you and think them broken Peter of Earth?" Bill asked, turning to me with the fire in his eyes that I remember seeing before when we first met, "you think my people weak? They are not. They are not fodder in war or victims...let me speak to them in the morning, they will tell you what they think of this war you have begun...and I promise you, it will be not what you expect."

He turned and I knew I wasn't getting anything else out of him. He was focused on his duty, and I understood that. I patted his shoulder and walked away, sparing a glance at his people and scanning their surface thoughts for any irregularities.

Oddly enough, instead of mostly loathing and self pity I found...gratitude and joy. Maybe I really did judge them harshly.

I walked back to the Liberty and went down to my room. Without bothering to knock I walked in and found Felicia on the bed waiting for me. I smiled sadly and she knew immediately something was wrong.

"Get in," she ordered. I turned my UMF suit into a loose fitting set of boxers, tossed the Thriller jacket aside and climbed in, snugglinging in close by Felicia's side. She held my head in her arms, pulling my close as she did, "you want to talk about what happened?"

"I told Bill having his people here would put them in danger," I sighed, "told him I didn't want them hurt, even offered to buy another system, for them...didn't seem to like it."

"You know...if you're going to be a leader of people, you can't get upset everytime someone doesn't like what you say," Felicia smiled, running her fingers through my hair, "I mean, Fury," I growled, "for all his faults," she added, "was a dick to everyone but a few people. And he managed just fine."

"His organization was inflitrated by a Nazi sympathising agency and he didn't know until a seventeen year old told him so…." I added.

"...Yeah, I suppose...but my point still stands. Sometimes, you need to be the mean guy to get people to respect you. I know you can do that, I've seen you do it several times."

"But it was to people I didn't know or generally didn't like...Bill is a friend and I feel bad breaking a promise..."

"I'm sure after sometime, he'll come to understand. Problems for another day Tiger," she leaned down and kissed me, "now, can we discuss why Wanda is being so close with you?"

I sighed, "she….I think she grew a little worried after seeing my injured so badly...she kissed me on the cheek."

Felicia's eyes went wide, "and you didn't tell me?"

"Honestly? Still trying to process it a little," I shrugged.

Felicia hummed, "do you think she's finally gives into her destiny?"

I chuckled, "about having kids with me? I'm not sure if she's that kind of woman Kitten..besides," I leaned up and kissed her, "until we get Jean back, all of that is on hold."

Felicia smiled, "I know, but," she pushed me down before straddling me and bending over. Her claws seeped into my chest and she began rubbing against me, "right now, I'm feeling a little...rowdy. Care to help?"

I smirked, "with pleasure," she shrieked in pleasure as I pushed her down, throwing the covers over us. The stress of the day just washed away with every second I spent with her, our screams muffled by being closed over each others body parts.

 **An hour later:**

I was wide awake. Felicia was asleep on my chest and lightly snoring. Her hair was a mess, I took a strand and played with it between my fingers, thinking of nothing.

I couldn't sleep. There was too much work to be done. I carefully pulled away from Felicia, replacing myself with a large pillow for her to hug. Planting a final kiss on her forehead I walked out of the room and to my lab.

I sat down on the seat I grew accustomed to calling my 'Idea Chair' and pulled up the schematics for the city Bill had proposed.

"Sexy, analyse the city plans with the microbots measurement program and find out how much material we would need to build it," I gave the command, taking off my Thriller jacket and putting it on my table, rolling my arms.

" _Done, I've put up the needed material now,_ " the AI replied, displaying everything I would need to build the city.

"Alright, now use the scans we have of the smaller freighter ships and the warships we have on hand and tell me how many of them would we need to make the city?"

" _You mean how much material the city would require being recycled from the ships?_ "

"Exactly?"

" _There are several materials that are not present as an exact match, but there are suitable replacements for them. Shall I use them instead in my calculations?_ "

I hummed, "what are the materials we don't have?" Looking at the screen I saw that it was basic things like copper or rubber, but the ships had their own insulation agents and wires that severed a hundred times better than what was needed. More of an upgrade than anything.

"Go ahead," I replied. And in seconds the calculations were done.

" _It would require one war ship and three smaller galleys to make the city proposed Peter,_ " Sexy replied, " _but we will have a lot of leftover materials which frankly seems like a waste._ "

"Find a way to use the material, don't want to waste anything we can use," i hummed, leaving the system alone to do the calibrations before turning to the project with really interested me, the Phoenix tracker.

I narrowed my eyes, from their records, it seems the Shi'ar were tracking the Phoenix for a long time, even before Jean got possessed by it. They had centuries of data, but for some reason only recently were they able to successfully track the creature.

The dat however was...missing key information. Like how the energy signature of the Phoenix was able to hide itself despite being so powerful. Or even how it worked, because there is no research here on how exactly said Phoenix is as strong as it is.

One would think when researching your greatest enemy you would try to take into account all their powers and how they work but apparently the Shi'ar Empire is more interested in tracking and killing the Phoenix rather than trying to understand it.

Their greatest issue however was a lack of raw data. They didn't know what they were looking for... neither did I.

I needed a fresh Force signature, something I could track something...I got it.

I closed my eyes and developed into my mindscape. Turning to the Lightning Forest of Franklin Richards powers I searched near the base where the power was pinned down. Where Jean saved my life.

And there, around the lightning and under the Dark Tower, embers of what they were before, was a trace of the fires of Jean's telepathic powers. Phoenix embers, old, just a touch, but raw and pure. I had a sample size, I had something the Shi'ar EMpire never did or will, I had been touched by the Phoenix and saved by her.

That had to count for something right? This was a step in the right direction. I now had a stepping platform to begin my search...but it was going to take a while...a long while.

 **1 month later:**

"Peter! A little help over here!" Quill cried out.

I looked up from the metal box I had on my lap and raised an eyebrow, "Quill, you should stop talking to yourself."

"Ha ha, very funny! I'm serious! Get your ass over here!" Quill cried as he activated his jetpack, flying away just in time to avoid getting slapped across the platform by the giant tentacle of the monster we had been hired to kill. Looked like a naked mole rat crossed with a squid and a shark.

I rolled my eyes "I believe in you guys. Plus, what does it say about you if I have to bail you out every time?"

"It says that you are a caring leader who doesn't treat his people like dogs to be trained!" Gamora cried out, firing several blaster bolts into the interdimensional monster's hide, though they barely slowed it down.

I rolled my eyes and ignroed them. Like the in the begining of Gaurdians 2, the Sovergin, the race of fancy golden skinned blond super people, hired us to protec their stupid battieries. Obiously I knew my team of Gamora, Quill, Drax, Rocket and Johnny could handle it, leaving me free to work on my project.

The Phoenix tracker project had finally given fruit, in the form of the metal box I now held in my hands. It looked very much like a rubix cube with a silver colouring over its surface, displaying on it several star patterns and symbols.

After a month of work, using the embers in my mind as a base, I was finally on the edge of completing the system, which is why I didn't want to wait until after the mission to finish it. I tightened the last sensor inside, slide the top shut before turning it on.

"Die space monster!" Drax cried as Johnny threw him onto the beast's head.

The silver cube began to glow, sending out energy waves that would identity the Phoenix's signature no matter where it was in the galaxy. It took a moment, but suddenly, the far side of the cube changed, turning from silver to orange, before creating darker and darker colours, like shades on a deep pound.

"Sexy?" I asked.

" _The tracker is working according to plan...extracting information as we speak and….it seems the device has located several streams of energy matching the Phoenix,_ " the AI displayed the energy signatures on a galactic map with little spots of red here and there to show where the Phoenix had been.

I narrowed my eyes, "ignore the energy in my own mind," I ordered, making one red dot vanish, "now remove the ones on Prevor - 2344 and also anything which matches or is weaker than the intensity of these two readings."

These were likely places the Phoenix visited or touched, a red herring if you will. I then looked at the dots going around the galaxy, "now, show me the location with the highest energy reading."

The map began to shrink as it moved to a galaxy system a few hundred light years away, showing a burning bright marker. "Gotach. Record this location and calculate how long it would take to reach this location Sexy, hurry."

" _Doing so now...it would take approximately-_ "

CRASH!

Drax came flying at my. I sent out a giant psionic arm and grabbed the man, "Hey! Watch it!" I snapped, "I'm working here."

"It is a worthy challenge!" Drax cried in joy, "I will take great enjoyment in killing it! Li Anna will love it's teeth! Quick, toss me into its mouth!"

"What? Why?"

"It's hide is too thick to cut form the outside! So I shall go inside and cut it from there!"

"That is the stupidest thing I 've ever heard. The hide will be the same inside as it is outside. Just cut it's eyes Drax, gods."

"Just do it Spider!"

I rolled my eyes, "just don't die." I tossed him away, sending him flying at the monster who swallowed him whole in one bite.

"Parker?! What the hell man?!" Quill cried as he landed before me.

I shrugged, "he wanted to kill it from the inside. Something about being easier than cutting its hide."

"That's stupid! The hide will be the same inside or out!"

"That's what I said. But he didn't listen. Aim for its eyes or something, shoo," I motioned him to leave. Quill grumbled, shaking his head and took off, ordering Rocket to fire at his eyes while Gamora and Johnny took aim at a shallow cut the beast had on its neck.

I turned back to the tracker, "continue."

" _Right...according to this, the Phoenix is located just two hours away from our current position or twenty five hours from the Marvel system. It's a planet called Birj, a moon of the gas giant Marman._ "

I groaned, "I haven't heard much about this place...tell me, does the system lay under any Empier's jurisdiction?"

" _Yes, the Shi'ar Empire lay claim over it, but it rests on the edge of their border,_ " my faithful AI replied.

I nodded, "I see...hiding under the enemies' nose, clever girl. Alright then, send a message home, tell everyone of the original Avengers team to ready themselves and come to Birj via The Liberty. Tell them to bring two war ships with them, we might need the backup."

" _You wish for them to come on their own? What about you?_ "

"It would be a waste of time to go back home, it's pretty close by after all. Tell them we'll be going ahead and to catch up when they can."

" _Do you intend to leave right away? What about your current mission?_ "

I turned to the monster, it had Gamora on one tencale, though it was missing six more, reduced to stumps form the woman's blade. Quill had burned out one of it's eyes and Johnny was frying it from the outside. Rocket did his best with his guns but I suppose this went on long enough.

I held out my hand and formed a psionic bullet. I closed my fist into a gun and flicked it upwards.

Pew!

It shattered the sound barrier and blasted through the monster's skull, ripping out the other end. Everyone turned to look at me and then the monster. It moved, swaying from side to side before suddenly falling forward, dead.

I snapped my fingers, summoning a psionic blade, cutting into beast's back, pulling it apart with a pair of giant pliers. Drax stood up, covered with it's stomach contents, panting, "did I kill it?"

Quill sighed, "Drax… yeah, you killed it. Good job buddy, your plan totally worked."

"I knew it! I am victorious once again! Come friends! Embrace me!" he threw his arms in a welcome.

"We're good, thanks," Johnny raised his hands in surrender.

"We'll be leaving immediately," I told Sexy, "so tell home base to leave ASAP as well, it's better to have numbers when venturing into Shi'ar space. Peter out," I put the tracker cube away and turned to my allies, "alright, not bad."

"You know, you could have just done that and saved us the trouble," Rocket grumbled, putting his gun away.

"If I did that, then you all wouldn't gain the team training you so clearly need," I held out my hand.

Rocket looked at it, "what? What you want?"

"The batteries you are trying to smuggle in your satchel," I pointed to said pack on his hip, "they hired us to protect the batteries, not steal them."

Rocket scoffed, folding his arms, "I don't know what you're talking about." I narrowed my eyes, glaring him down. It took a few seconds before he returned, "fine! Fine, alright, here," he dug in and brought out the bright glowing batteries, placing them in my hand, "boy scout."

"Hey, I'm not as straight and narrow as that," I said, telepathically sending the batteries back into the docks, "I just don't think making an enemy of the Sovereign is a good idea."

Rocket rolled his eyes, "oh what are they going to do? Talk us to death?"

 **Some time later:**

"God, they might actually talk us to death," Rocket said in a low growl as Ayesha, the leader of the Sovereign, approached the half an hour mark of her speech on why the mission given to us was the most important thing since the creation of the universe.

Honestly, the way she phrased it, we should be the ones grateful for having been given the privilege of helping her people.

"...so you see Master Parker, your services to us, are in truth service to the greater future of the entire galaxy itself," Ayesha said with a smile, "after all our-"

"-Please, you humble us with your words" I bowed, straining a smile, "and we thank you for your patronage. As agreed, the monster has been slayed, your Anulax Batteries are all accounted and all done without a single life of your people lost. As agreed."

"So all you have to do is just pay us and we'll be on our way," Quill added, with a flirty smile at the high priestess.

The woman caught the smile and flashed one of her own, "I must admit, when I first heard of your little mercenary group, I was intrigued. You are lead by a terran, an inferior race, and one so young at that," she smiled at me.

I raised an eyebrow, "am I to assume that's a compliment of my aching so much despite my genetic _inferiority_?"

Ayesha nodded, "exactly. You...Avengers, are an oddity in the galaxy. First you defend Xandar from the Mad Titan's forces, then you attack and free the civilians of the Shi'ar Empire-"

"-If they were civilians how could we free them?" Johnny cut her off with a glare, "they were slaves, not equal civilians."

Ayesha snorted, "as far as we are concerned all those below us are inferior, might as well be slaves. What does it matter? After all, people like you, your existence is so...primitive."

I could almost feel everyone's anger, and the Sovereign's enjoyment. I stepped forward and in my clamest voice said, "our price."

Ayesha nodded, "yes," she waved her hand and two gaurds came forward, and with them was a blad blue skinned woman with a missing arm, bound in chains.

"I understand she is your sister?" Ayesha asked, eyeing Gamora who slowly stepped forward.

"Nebula," Gamora hissed. I turned to her and nodded, she immediately came forward and grabbed her sister by the arm, leaning in and whispering, "we have much to discuss."

"I have nothing to say to you," Nebula hissed as Gamora dragged her away.

"Our soldiers apprehended her attempting to steal the batteries," the golden woman continued, "do with her as you units you are owed have already been sent," Ayesha said, folding her arms, "now, is that all?"

I nodded, "yes, that is all, we thank you high priestess Ayesha," I turned and walked, morning my team to leave as well. But before we stepped out of the hall I stopped and turned, facing the Sovereign court once more, "although, I have one question, if you would be kind enough to answer."

"That depends on what it is about?" Ayesha replied.

"It is about the value of perfection," I replied. Ayesha looked surprised, motioning me to continue, "tell me...has a single member of your Sovereign empire ever done anything worthwhile?"

Ayesha look blistered, "you see the technological marvel around you, do you not? You have seen the batteries-"

"-If I am correct your race has existed for around 10 million years yes?" I cut her off, "of which, the last three thousand years you have been reproducing through artificial methods with a set genetic code in mind, yes?"

Ayesha nodded, "and your point?"

"My point, is in that time, I have never heard once of a Sovereign do anything worthwhile. Sure, your technology is amazing, but what have you done with it if not sit hobbled up on your planet to afraid to go out and explore? Too afraid to take care of a pest problem, instead choosing to hire _mercenaries_ " spitting the term, "to help you while it would have taken yourselves, what? Five minutes to kill the beast?"

"A life of a Sovereign cannot be risked under any circumstance," the Priestess told harshly, "I will not risk a single life of my people."

"And in doing so, you forever seal yourselves to a life of mediocrity. My own inferior race, as you put it, has lived for a quarter of the time your race has. But in that time, we have produced not just people of incredible intellect, but people who have shifted the very balance of the galaxy. As you said yourself, we kicked the Mad Titan's ass. We, so if we did that, and we are still such an inferior race, imagine what your own people can do, if they had but the balls to try."

"Is that a challenge?"

I shrugged, "it's a fact. Your people are stagnant, no risk, no reward. A Sovereign will never have their name uttered in the annals of history like that of Thanos or the Phoenix itself. No...if anything, your race will be nothing but a footnote," I turned and walked away.

One soldier came forward, his trigger finger itching to be pulled. I eyed him for a second, forming Godzilla's features around my body with psionic energy, intimidating him enough to stop. I eyed everyone in the room before turning and leaving. Godzilla growing a little before vanishing.

We got into the Milano and took off. Rocket turned to me from the pilot's chair and raised an eyebrow, "what was that about?"

"They reminded me of Nazi's," I sighed, "people who killed and slaughtered millions of others simply because they belived they were superior….guess I let my anger get the best of me."

"You're lucky they didn't kill you," Quill spoke up, "the Sovereign are a very prideful race, they have murdered cities for less."

"They saw us fight the beast, they wouldn't dare," Drax snorted, "we would have crushed their pretty little heads."

I sighed and nodded, "Drax is right...anyway," I turned, Nebula was made to stand, chained to a support beam to the side, "Nebula...you are wanted by Xandar for your crimes committed while under the command of Ronan the Accuser."

Her eyes shifted to Gamora, "she spilled just as much blood as I did, and yet she is forgiven?"

"I repented for my actions by fighting against Ronan," Gamora spoke up, "and in doing so I was absolved of my sins."

"But not the blood on your hands, sister," Nebula spat.

"Which brings me to the two options before you," I spoke up before a sibling fight sprang out, "you have two choices as far as I can see Nebula...one, we hand you to the Nova Corps and walk out with the bounty on your head. Which admittedly is a lot and is very tempting. Or two...I offer you the same deal I offer Gamora."

"What?!" Gamora shipped to me, clearly shocked.

"What deal?" Nebula asked.

"You're end goal is to kill Thanos, yes?" I asked.

"And?"

"I founded the Avengers with the goal of having an army to oppose the Mad Titan," I explained, "so, if you join, you'll be on the front lines."

"I don't want to be on the front lines, I want him dead now!" Nebula hissed, "let me go and I'll do it myself."

"How? You have no army, no resources," I looked at her robotic stump, "and one arm."

Nebula growled, "I have my ways."

"I'm sure…. But take a while and think, do you want to do this alone? Or do you want an army by your side?" I asked, turning to Johnny, "tie her around the supporting beam in the cargo bay."

"Right," Johnny said nervously, turning to Nebula, who looked ready to kill him, "put the robotic assassin in the cargo bay, totally no chance of her escaping."

I shook my head as Johnny took her away, still a little afaird of her, which was stupid considering he could literally explode into fire whenever he wanted.

"You are offering her a place on our team?!" Gamora spat the moment Nebula left.

"Yes, you don't approve of?" I asked.

"No! She is a murderer, deceitful and traitorous vile woman! You cannot trust her Peter!" Gamora snapped at me with more rage than I expected.

I looked at her calmly, "fine, then what do you suggest we do? Give her to the Nova corps? Where will they put her? In the Kyln? Remember when you were there? You would have died in a week. Do you want your sister's head delivered to you again in a month's time?"

Gamora looked conflicted, "we still cannot trust her."

"I know," I nodded, "she will betray us the first chance she gets I have no doubt of that, but she will never give up the chance of fighting her father. Thanos is her destiny, she lives only for his death...and maybe yours. So...maybe you and your sister need to talk?"

"There is no talking to that woman, you don't know her like I do," Gamora hissed, turning around and walking away.

"Where are you going?" Quill called out.

"To keep an eye on the blue bitch! If she hasn't killed dJohnny already," Gamora hissed.

"Wow she really doesn't like her sister huh?" Rocket asked, snorting in amusement.

"I think it's a family thing," I sighed, leaning into the navigations seat, setting in the coordinates for Birj, "if I was raised by a genocidal maniac who wanted to destroy half of all life then I think I would turn out much worse then those two."

"Hey Parker, these coordinates, they are on the edge of Shi'ar space," Quill turned back, "you sure about this?"

"I am," I replied, leaning back, silent. Quill shrugged his shoulders and set course, slipping into warp the moment we were out of the Sovereign's atmosphere.

My mind was spinning, Jean...after eight months I would finally be able to see her again. Eight months of training, hardships and battles, in the end it would all be worth it.

 **Two hours later:**

We came out of warp and below us was the moon Birj. My team was gathered in the cockpit and were looking down at the planet. Even Gamora was here, though she still looked pissed.

Birj was a mix of green and yellow, looking like a dying planet in the process of turning into a dessert. It was orbiting Marman, a greyish yellow gas planet with seven other moons around it.

"So your friend if somewhere down there huh?" Rocket asked with a snort, looking at the planet, "she chose a hell of a place to hide. No one would think anything important would ever come from down there."

"Parker, I'm not sure this is a good idea," Quill spoke up, "I mean, I'm all for finding lost friends and what not, but this is Shi'ar space, we can't stay here for long otherwise they will spot us and Genine will be in trouble."

"Jean, her name is Jean," I corrected him with a sigh, "and yeah..you're right. So here's the plan, we split into two teams. One stays here and take the Milano away and hides until reinforcements come, which should be around twenty three hours. Hopefully by that time I and the ground team will have found Jean and we can extract her before the Shi'ar empire even realises we were here."

"I'm staying," Gamora said before promptly leaving for the cargo bay.

"Maybe I should too," Quill said slowly, "make sure they don't kill each other."

I nodded, "good idea."

"I ain't going down there," Rocket spoke up, "the scanners say it's hot as heck down there and my fur makes me more of a winter guy. Trust me, you don't want to be with me while I'm sweating."

"Guess that means it you, me and Drax," Johnny said quickly.

I turned it Drax, who shrugged, "I do not mind. I will help you find your friend."

"Alright then," I took out the Phoenix tracker and activated it. Looking through the scans I identified the closest approximation for the Phoenix force, "Rocket, take us down on the North Western hemisphere."

"I'm picking up some kind of city there, I'll put you down on the outskirts," Rocket grunted as we dove into the planet's atmosphere, quickly flying towards the location indicated on the tracker.

Johnny, Drax and I quickly went to the cargo bay where Nebula and Gamora were currently engaged in a staring contest. When we came they shot up equally hostile looks before ignoring us, returning to their sisterly bonding.

The cargo bay doors opened and a gust of hot air rushed in. Sand was blown inside and the heat of the star bathing the planet made everything feel hot.

"It's very hot," Drax stated the obvious as we walked out.

"I know," I had my UMF suit transform into a pair of beige robes with a light fabric build, similar to what travelers of the Sahara desert would wear. Johnny mimicked my choice in clothing, having his own suit change, while Drax just stood there, shirtless as always.

"You're going to get a sunburn big guy," Johnny said, "you sure you don't want to grab a cloak of something?"

"I will not burn, the star is too far away for it to hurt me," Drax grunted, puffing his chest in pride. Johnny and I shared a look before shrugging.

I tapped the communicator in my ear, "Rocket, you read me?"

"Loud an clear," came the reply.

"Good. Take off and keep this line open. We'll contact you as soon as we made contact. Hopefully, we can get Jean out of here without any trouble."

"Sure, whatever," Rocket replied, closing the bay doors and turning. My eyes winded as I realised what he was about to do, a quick hand motion later and a psionic shield formed around Johnny, Drax and I. A second after it did Rocket kicked the thrusters, causing a cloud of sand to come at us, only to be deflected by a shield.

"I hate that racoon," Johnny growled as he flipped the Milano the middle finger.

I shook my head, "he has his charms," taking out the Phoenix tracker I held it around before pointing it south, which garnered the biggest reaction, "that way."

"Isn't that where the city the animal detected is located?" Drax asked, looking at the silver box curiously.

I nodded, "yeah, it would be smart to assume Jean is hiding with the people. Come on." We walked under the scorching desert heat, Johnny and Drax were deep into a conversation about metaphors, Johnny trying once again to help the aliens understand their hidden meanings.

I however had my mind occupied with other thoughts.

Jean. If she's hiding, does that mean she somehow gained control over the Phoenix? The Phoenix would never hide, never worry about the consequences for its actions. No, that was a human thing to do. If Jean is back...why didn't she come home?

I had so many questions to ask her, but first...I would hold her in my arms and not let go until we reached Archno. I would be damned if I let her get away from me again.

Soon the empty desert horizon gave way to a gigantic wall and towering watch towers lining it. It seemed the city Rocket had detected was...well, more like a fortress.

We hide behind a sand dune and watched several people come out and go in. Most traveled in floating platforms, with one person at the head and several other in the back. Observing their clothes I realised they all wore white robes with brown leather straps around their joints and hips.

The people themselves looked vaguely human, though they had grey skin and generally looked bigger than humans.

"We need to change clothing and slip past the guards," I spoke, altering Johnny's and my clothes into the something that matched the natives.

"And they notice we aren't giant grey behemoths?" Johnny asked.

I snapped my fingers, casting a glamour charm over all three of us. "What magic is this?" Drax asked, looking down at his now grey skin, "Peter, give me back my body!"

"Simple glamor buddy, you're still you underneath," I lifted the charm, "see?"

Drax looked at his hands and sighed, "good, I was afraid you turned me into something hideous. Like Johnny."

"Hey!"

"Metaphor," Drax smiled.

"That's not a metaphor!"

I sighed, putting the glamor back on and moving ahead. I kept my head down, walking ahead of Johnny and Drax, who continued to bicker like an old married couple.

"You told me a metaphor is a hidden meaning within words."

"Yes, but that's not-ugh! You just don't understand!"

"You are a poor teacher!"

"Enough!" I hissed at them, "both of you shut up! Put your heads down and don't draw attention to yourselves! Or I swear to every living God I will fucking shove you both neck deep into the desert and keep there permanetly until we finish this mission!" They flinched before doing just that. I sighed, rubbing my eyes, it's times like this when I miss working alone. So much more effective.

We reached the gate to the city, we kept our heads down, Drax did look up, eyeing the guards, but we managed to get past unharassed. We walked down the main road, my eyes wandering around.

The city looked to be broken down and just as sandy inside as it was outside. The roads were mud and cracked from the heat. The buildings looked to be made out of hard sand and wood, which made me think the level of technology on this planet was lower than that of Earth's.

"Vegetables for sale!"

"Fresh water! Get it now before it's gone! Absolutely no sand!"

"We must be in the market," Johnny noted correctly, looking at all the open stalls lined up on either side of the road.

"Stay close, we can't afford to get separated," I told them as slowly the road began to get crowded with people. I looked down at the tracker and it was pointing me deeper into the crowd, from what I could tell the marketplace was only getting denser the further inside we went.

"How much further?" Johnny asked.

"I don't know, it's more of a hot and cold then than an exact tracker," I replied.

"That kind of sucks."

"You want to try and build a detects radiations that hasn't been recorded or tracked anywhere in the known galaxy?!" I snapped, Johny threw his hands up in surrender, "that's what I thought."

"Come quick Ty! It's time for the witch's hanging!" a group of children that passed us by called out, dragging their smallest member along as they headed in the direction where the tracker said Jean was.

"Peter," Johnny looked at me, "when they said witch, you don't think they meant..."

"We need to hurry," I told him, "follow me and stay close," I took off, pushing my way through the crowd. Many grunted and a few yelled, but I ignored them all. I kept pushing through, making my way through the seven foot tall crowd of people, until I broke through the masses, and leaned against the giant fence before me.

Inside the giant circular fence were dozens of guards surrounding a raised platform, metal by the looks of it. A man native to the land stood in center stage, dressed in red and blue robes. He was bald with a straight black beard and a war axe in hand with a glowing red edge.

"My people!" he began, just as Drax and Johnny managed to reach me, "we have been invaded by a threat from beyond the sky and the glittering gems of night! A rouge that tried, and failed, to assassinate me, your champion, while I slept!"

"BOO!" the people cried out, hissing and cursing. The man raised an arm and immediately silence fell upon the people.

"However she was foolish to think she could do something so unholy and not have the very gods themselves come to stop her actions!" the man continued, "through divine intervention I live! Standing before you as your king! And today, the criminal shall met her fate!"

He stepped aside and a mass of red hair appeared behind him, bound and chained under links three times bigger than her head. She was kneeling, her legs pressed under large restraints that were bolted to the stage and her arms crossed behind her neck, cuffed to the collar around her neck.

I gasped, worry flying into my soul. "Jean?" I whispered. But then the woman raised her head, the crowd of red hair that flowed down her scalp gave way to a hard and sharp face unlike Jean's soft features.

"Any last words assassin?" the man asked as he raised his axe and held it with both hands.

The woman snarled, her pupiless eyes echoing flames that were burning just under the surface, "I am no assassin! I am no hider of the shadows! I am the execution of justice! The thrall of liberty and virtue! I am Angela of Heaven and I will not die today Tyros of Dirk! Your tyrannical reign will end today!"

Tyros smiled, "you and what army? And if you are an angel from the realm of heaven, where are you wings?"

The woman flinched, "I do not need wings to end you." I held up my tracker, it was pointing squarely at the red haired woman on the platform who was most assuredly not Jean Grey. She continued, "I am fire! I am not one to be held by chains! I am your death!"

A flash of fire exploded out of her body, but not before a visible shock went into her through the chains to the platform. "Enough of you," Tyros hissed, "I have given you your last rites of words. Now, face the consequences for your actions," he raised his axe, "Angela of Heaven, pray to your god."

She growled, spitting a wad at his face. Tyros smirked, wiping the spit away. He held it over his head, moving to bring it down.

I pressed my hand against the metal fence and sent a blast of psionic energy into it, ruptering it apart. Before anyone could gasp in shock, I was already moving, leaving Johnny and Drax behind.

The axe came down over Angela's head, she hadn't turned to look away from her death. No, she was looking right at it, almost daring it to draw blood.

Skit!

My stingers ripped across the handle. I sent a kick into Tyros' gut, blasting him off the stage and into the arms of one of the many guards stationed around us.

I focused on the chains around her arms and legs. With my telepathic powers I focused on their hindges and pulled, shattering them, breaking her free.

Tang!

The metal rang out, hitting the stage and falling away. I held out my hand and said the only thing I knew I could think off, "come with me if you want to live."

* * *

 **Okay, I wanted to start with a mission, but then I released I had to do so much more before that happens. Build a city, track Jean, gain a reputation, so I'm glossing over that part a bit, I will mention it here and there later on, but for now, yeah, side story.**

 **I apologize once again for not publishing on the 7th of April, my hand has gotten a bit better so I was able to write this chapter. It's the beginning of the end of the Jean arc.**

 **Bonus points if you can figure out how Angela relates to this whole story. It's kind of simple if you think about it.**

 **I will be doing multiple chapter updates for Endgame, but it will be not too many, maybe just two.**

 **Anyway... we are in the Endgame now. Next time we meet either I will have seen the movie or I will have given up on life. So until then, good bye and good luck.**


	83. Embers of the Phoenix Part 2

She lunged forward. I was surprised, expecting her to hit me as she cocked her fist back. Instead she lunged over and smashed her fist into an approaching gaurd that was coming at us spear in hand.

His armour shattered and flew away, but not before Angela grabbed the spear he held, spinning it around over her head and bringing down at the slowly approaching soldiers that surrounded the stage.

"How exactly do you plan on getting us free?" she asked as slowly we stood back to back, surrounded by spear wielding men and women.

"Can you fly?" I asked, taking a shot in the dark.

"I am an angel, of course I can fly," she replied back with a bite, "I may not have wings, but I have my talents."

"Then we fly," I replied, a gaurd twitched, ready to charge us, I waved my hand, forming a giant ring of psionic energy that exploded outwards, knocking away everyone else on the platform.

"I can't," Angela hissed, "my powers are being blocked by this," she pulled down the trimming of her white robes, showing a control chip on her neck.

"Fine," I turned, grabbing her hand, "hold on and don't let go," I turned to the crowd where I knew Johnny and Drax were hiding, "Johnny, grab Drax and fly!"

"Let go of my-" Angela began as I took off into the sky, pulling her along. Her jaw shut as we climbed higher and higher. Her hands curled around my as we flew away from the city, followed quickly behind by Johnny who was holding Drax up by the armpits.

"Peter! Canons!" Johnny cried out, motioning to the giant watchtowers along the wall.

WHOSH!

A blur of black flew past me as I matured past it. They were heavy and slow, my theory on this planet's standard of technology being very low seems to be working out as they fired solid metal canons at us, not some kind of fantastical laser.

We managed to easily evade the canons, venturing into the desert. Johnny by then caught up to me, looking at Angela who was trailing behind, "dude, what is with you and redheads?"

"Bite me," I hissed, looking around the landscape I found a range of mountains just over the horizon, "there, we stop there. I'm sure we can find some place to hide."

"Eh, I don't think I can carry Drax that long," Johnny grumbled, "don't have super strength you know."

"Right, Drax, grab my hand," I reached out. The alien did so without a moment's hesitation, it was a little jarring, given his weight, but I managed to hold him. "Go ahead and scout out a place for us to land."

"Got it," Johnny said before blasting off, soaring like a comet through the sky.

"Let go of me mortal!" Angela cried out, shaking her hand from my grip, "I demand you release me at once!"

"Not until we get somewhere safe," I replied, "and stop shaking, you might fall."

"I care not for your worries. Put me down this instant or-"

"-I can remove the slave chip," I told her, looking down as anger gave way to surprise, "I've had some experience with them, I can help."

She was silent for a moment, clearly considering it. "Fine," she said finally, now silent, no longer shaking like a leaf in the wind.

I flew us to the mountain range and Johnny sent up a flare, guidning us ot a well hidden cave whose mouth was located on the side of a very steep cliff. No way anyone was climbing up here, you could only reach this place by flying.

We landed inside and I let go of Drax and Angela, both of them rubbing their now probably sore hands. As soon as my feet touched the ground, Angela changed me, tackling me against the wall as she withdrew a broken spear tip from her robes, placing it under my neck.

"You two don't move or I'll slice his neck open," she hissed at a surprise Drax and Johnny, before turning me, her pupiless eyes boring into my soul, "who are you three and why did you help me?"

I looked down at the spear tip, "where did you even hide that? I mean, we're wearing the same kind of clothes and I can barely move."

"Answer my question, now!" she growled, pressing it deeper against my neck, deep enough to draw blood.

"My name is Peter Parker, I'm the leader of the Avengers, a galactic virtuous mercenary group. You might have heard of us."

"I have never heard of you," she spat.

I frowned, "I really need to talk to Scott about increasing our popularity."

"Why did you help me?!" she roared, pressing the spear tip harder against my neck.

"Alright, alright," I put my hands up in surrender, "I don't want to hurt you, none of us do, so mayne, lower the sharp pointy thing?" I motioned to the spear, speaking in slowly tones like one would a frightened animal.

She hesitated, looking at me and my teammates. Slowly, she removed the spear tip and stepped back, looking at us three as she slowly backed against the mouth of the cave "why did you help me?"

"We were looking for someone," I replied, "a friend," I reached into my backpack and took out the Phoenix tracker, "she gives off a very peculiar energy signature, one you can't duplicate. And when we followed it...it lead us to you."

"Clearly we have never met," Angela replied.

"Yeah...but something tells me there's more to this story than what meets the eye," I eyed the woman in white robes. She was favouring her left leg over her right, clearly she was hurt. Her eyes, creepy and pupiless they may be, were hollow, she had been deprived of sleep.

In all honesty she looked ready to collapse on the spot, the only reason she hasn't is because of adrenaline.

"So..." Johnny began, "are you really and angel?"

She turned to me, clearly pissed, "do you not think I am one?"

"Well you're certainly pretty as an angel," Johnny replied before he could stop himself. He blinked, turned to me, "don't tell Carina."

I smiled and shrugged, "don't know what you are talking about," I looked an Angela, "if you are an Angel from Heaven...what are you doing here?"

"Wait, Heaven is real?" Johnny asked.

"What I'm doing is none of your business mortal," Angela hissed.

"Well considering I just saved you life and I'm also the only one in this whole planet who can help you remove that slave chip, I suggest you answer my questions," I replied back.

"Guys, are we seriously just going to gloss over the fact Heaven is real?" Johnny asked again.

I rolled my eyes, "Johnny, dude, we have met Thor, a literal God. What's to say Heaven isn't real as well?"

"You have met the Thunderer?" Angela asked in voice of both awe and shock, "and you lived to tell the tale?"

I raised an eyebrow, "yes...why wouldn't I?"

"Considering that all Asgaurdians are heartless monsters, I would say it's a miracle you lived," Angela replied, "I may have misjudged you mortal, you are braver than you look."

"Gee thanks."

"Wait, Thor isn't a bad guy," Johnny spoke up, "I mean, he's a hero. He literally helped save our world."

"He is probably doing that to trick you," Angela hissed, "gain your trust, lower your defenses before conquering your world like his tyrant father."

"This sounds dangerous," Drax grumbled, "Peter, are you sure you can trust this Thor person?"

"With my life," I replied without a moment's hesitation, I looked over Angela, "Angela...Heaven, was it ever at war with Odin and Asgard at one point?"

"Yes," she nodded, "they were our most dangerous foes. In the end, victory was ours, but in a final move of cowardice, the tyrant Odin destroyed the branch of the Yggdrasil hyperlane, cutting us off from the rest of the universe changing us in our own planet. It took us centuries to build one again, bastards."

It came to me like a bolt of lightning. Odin, a wingless angel with red hair named Angela. The Phoenix force present inside her system. Oh my god…

"Angela," I half yelled, startling everyone, "your parents, what were their names?"

The woman looked confused, "why do you wish to know my mother's name?"

"Mother? No father?" I asked quickly.

"Angel's don't consider the male donor to have any family ties to the child," she said quickly, "they are little more than bed warmers, nothing more."

"I see, so who was your male donor?" I asked.

Angela shrugged, "my mother didn't know. It didn't matter."

I clicked my teeth in frustration, "fine, your mother...is she still alive?"

"No," Angela shook her head, "she departed from this mortal coil many a millennium ago."

Drax's eyes winded, "so how old are you?"

"I lost track," Angela shrugged, "ten thousand and some odd years old. Angels are very long lived."

I scratched my chin, "I see...your mother, did she have red hair like you?" It was a stretch, but Odin did say the last host of the Phoenix he saw had red hair like Jean.

"No, my mother had hair as black as coal," Angela narrowed her eyes, "why are you suddenly curious of my lignage?"

"No reason, besides, you never told us what you, an angel from heaven, is doing on a planet like this," I deflected the question.

"I am doin what all angels would do," she replied with a snort, "I was answering a prayer."

"A prayer?" I asked, shocked.

Angela nodded, "yes. The people of this land are being treated as nothing more than slaves to buy their ruler, Tyros, that bastard you kicked off the platform. He killed their previous ruler and took over with his army of followers and his abilities."

"He has powers?" Johnny asked.

Angela nodded, "yes, command over the planet. He can control the soil with his mind, which is the only reason I was captured," she growled, looking down at the robes she wore, "stupid disguise didn't help at all."

I nodded, "I see...tell me, by any chance, have you seen this woman?" I took out an SA and pulled up a picture. It was one where Wanda, Felicia, Jean and I were sitting in the couch in the London sanctum, happy and smiling. I zoomed in on Jean's face and turned to Angela.

She narrowed her eyes, "I will answer you question," I sighed in relief, but then she pulled down the helm of her robe, revealing the slave chip, "after you keep your end of the deal. Remove this thing from me this instant."

I sighed, "fine," I held up my SA and activated the debugging program I had made to conter just this kind of slavery controler.

Angela raised an eyebrow, "are you not doing anything?"

"I am," I pointed to the SA, "many of the slaves I've released had these kinds of tags. I've developed a program to disable them wirelessly. Tell me, how exactly did Tyros get this level of technology? From what I can tell it's much more advanced for the level this civilization should be capable off."

"His overlords of the Shi'ar Empire gave it to him," Angela hissed as the chip started to sting.

"Sorry, but the pain will go away soon."

"I can handle pain," she grunted.

"So," Johnny cleared his throat, "the Shi'ar Empire support him?"

Angela nodded, "yes. In exchange for their support, Tyros allows them to mine form his planets and has his own people serve as their slave labour," her teeth clicked, "bastard."

"I see," I hummed, "any chance we run into them anytime soon?"

"No," Angela grunted, "they don't bother unless it affects them. What taking so long Parker of the Avengers? I thought you have done this many times before"

"I have, It should be done...now."

There was a click as suddenly the chip on Angela's neck turned dark before falling onto the ground, dead.

"There, I kept my side of the deal," I put the SA away, now talk.

Angela adjusted her robes and smiled, "no, I haven't." And then she exploded into flames.

"What the shit?!" Johnny cried out as he and Drax backed away. I held my hands up, protecting my eyes from the heat and dust flying at me, but my focus was fully on the now transformed creature before me.

The white robes burnt off her body, yet her skin was unharmed. The flames reduced, leaving her bare, wearing armour that was so tightly bound around her body it looked to me made out of leather rather than metal.

A golden vest around her torso, leaving her midriff bare. Golden shoulder pads that ran down her arm to vambraces that sparkled silver. Around her hips was a large belt that had plates of armour coming down her thigh and along her legs were knee high metal boots, sparkling gold.

"I thank you for your help," she said with a nod, "but I have my duties to attend. I hope you find who you are looking for, Peter Parker of the Avengers," and without another word, she walked up to the cave opening and jumped.

"Wait!" Drax moved to stop her, but instead of falling down the step mountain side, the woman who claimed to be an angel, flew.

I saw her flying across the sky in a trail of ember. Embers...not flames. She wasn't the Phoenix...she was...she was her daughter?

"What now?" Johnny asked, "are we just going to...I don't know, let her go?"

"Give me a minute," I replied, walking to a large flat headed rock in the cave and sat down. I closed my eyes and began to think.

Angela, there was no doubt in my mind of who, or rather what, she was. A child of Heaven that didn't know her father? A mother who long since passed? Locked away from the world with red hair and traces of the Phoenix's power?

There was only one person who I recalled from my past who matched this description.

Aldrif Odinsdottir, lost child of Odin. In the 616 universe she was...I don't know much about her other than she is Thor's long lost sister, but in this world, if the clues are being assembled in the right manner, she could be much more important than I thought.

A child of the Phoenix… and Odin. did he know? Did he know the first woman he ever loved was pregnant? No… if he did he would have not stopped until he found her. Odin is many things, but his love for the Phoenix, that I cannot question.

I sighed, there was no point staying here. Angela wasn't the red head I was looking for and while she is...important, I think it wouldn't be a good idea to be involved any more than I am. Maybe if I see Odin next I could ask him if he knew of her...but until then, it was time to move on.

I took out the Phoenix tracker, "Sexy, ignore Angela's signature and run the program again. Is there any other signature of the Phoenix out there? Anything matching or equal to her level?"

It took a moment, but nothing happened, " _I'm sorry Peter, but no. There is not a single other Phoenix force signature similar to that of Angela 's._ "

"What if Jean's hiding it?" Johnny asked, "what if she knows she is being hunted and is keeping her powers lower than normal?"

I sighed, "Sexy, show what happens if you display everything single touch of the Phoenix force."

The holographic map of the known universe came up and instantly a million tiny lights came on, almost dwarfing the stars themselves.

"The Phoenix is old Johnny," I shook my head, "it has been almost everywhere in the universe, twice. Our best lead was to go for the strongest signature, but now..."

"What about the flying woman?" Drax asked, "if she returns, she will surely die this time."

I shrugged, "I doubt that. She's a tough nut to crack."

"B-but shouldn't we like help or something?" Johnny asked. I looked up and raised an eyebrow, he continued, "I mean, isn't that why you made the Avengers? To stop tyranny? To help those who are oppressed?"

I sighed, "Johny, it's not that simple. Unless we are hired to act we can't. If we do then we'll be no better than the Shi'ar EMpire, coming in wherever we want and doing whatever we want."

"Fuck that," Johnny hissed, "you know we aren't like that! Come on Peter, we can help these people, don't tell me you don't want that!"

I looked at Johnny, holding his glare. Finally, I cracked a smile, "you think she's hot don't you?"

"Dude!"

I threw my hands up, "all I'm saying is I've seen how Carina looks at Felicia's butt, the girl definitely isn't straight as an arrow. And from what I understand, her species is more open about relationships than most so...you already know you would have my support in a three way relationship."

"Dude!"

"Alright, alright," I smiled, pushing myself up, "but first, we need to research. Which means," I snapped my fingers, casting the glamour charm on us three again, "we need to mingle with the population. Find out exactly what's happening...if Angela's claims are real or made up."

"You think she's lying?" Drax asked.

I shrugged, "either that or she made a mistake. Anyway, let me just contact Rocket and tell him we'll be down here awhile and to take some rest."

So after a very short exchange with the annoyed racoon, we once again traveled to the capital city. This time getting in was harder as people were more closely inspected than before, but luckily my glamour charm held up perfectly well even under the most strictest scrutiny.

I pick the pockets of a few guards and gained some of the local currency, obviously these guys didn't take galactic units. We looked around for a bit, thinking if Angela was serious she would make her move and it would be big. But it seemed the woman had since as we didn't hear anything about a red haired flying angel.

After an hour or so, we decided to find a bar, which is the best place for gossip. Liquor made for lose lips and if there's one universal constant, it was alcohol.

We stepped into the local tavern and found it almost bursting with people. It was the middle of the day from what I could tell and people were already getting drunk. While that was good for us, it said much about the poor condition of the country's workforce.

We sat down on a table far away and a server came to us quickly. It was a female, judging by the curves the robes failed to hide. She had black hair coming down to her hips and a smile as forced as the civility was in this place.

"What can I get you three?" she asked.

Drax huffed, "your finest mead."

"I'll have the same," Johnny added with a smile.

I shrugged, "water."

The waitress shot me a look, raising an eyebrow, "you come to a bar to order water?"

I shrugged, "I have a very high tolerance, any alcohol is wasted on me. Didn't want to deprive someone else of the much needed comfort."

"What's this I hear about high tolerance?" asked a loud voice as a heavy hand slapped my shoulder. I looked up and found a man with a large beard and balding head. I saw traces of mead in his beard, knotting it up in places.

"Gregor, you need to sit back down," the waitress huffed, "I don't want to kick you like last week, but if you behave like this to all our customers I can't have you here anymore."

"Oh come on lass, I'm just saying hello," the man laughed, his voice booming. He turned to me, "what say you lad? Fancy a drinking contest?"

I raised an eyebrow, "excuse me?"

"Drinking contest!" he laughed, "never had one? Don't blame you, look young enough to be a milk drinker."

The waitress sighed, "ignore him. He's just trying to trick you into paying his tab. He does this every time he can't pay."

I smiled, perfect chance to gain some reputation and get someone drunk enough to talk, "alright, I'm in."

"Oh God help me," the woman threw her hands up in annoyance, "oye! Yoru! Gregor's doing it again!"

"That a boy!" Gregor smiled as he pulled up a chair and sat across from me, between Johnny and Drax, "the loser has to pay the whole tab!"

I shrugged, "fine. Waitress, bring us two pitches."

The woman sighed, whispering, "I hope your rich." She came back later with two giant pitches and two mugs for Drax and Johnny.

"Peter, make us proud," Drax said proudly, "I will not follow a man who cannot hold his own in a drinking contest!"

"Be gentle with him," Johnny said, tapping my shoulder.

Gregor smiled, grabbed his pitch of ale, "your friends have a lot of confidence in you boy!"

I smirked, "I know," I reached up and pulled the pitcher to me, "on the count of three?"

"Please, allow me," the man smiled, "one, two, three!" He raised his pitcher and began chugging a drink. He was halfway done when I spoke up.

"Done," I burped, smashing the pitcher onto the table, "another!"

The waitress and the small crowd around us was in shock. Gregor himself choked a little before gathering himself and finishing the pitcher. But by then the next round had come and I already had mine in hand, drinking it down in earnest.

For the next seven rounds I lead while Gregor struggled to catch up. The man wasn't without his moments, one time he even took the lead on my during the third round, but by the sixth pitcher of mead he had fallen behind again. And by the seventh...well.

Boom!

He collapsed off his chair, mumbling words that I couldn't make out. I stood up, chugging the last of the pitcher before smashing the drink into the ground, shattered the clay container and yelling, "who's next?!"

The drinking continued well into twilight. Wagers were made and people kept losing. I drank so many people under the table even Drax grew worried for my liver. But I felt fine, which was both a curse and a gift. Damn my heightened tolerance.

By then Gregor had woken up from his drunken comma and face to face with the dark reality, his tab. He tried to sneak off paying, but the waitress was very convincing, threatening to ban him forever.

I honestly thought he would be angry at me, but after paying the tab, he went right back to sharing a drink, laughing all the while.

"Fifteen years, and no one once beat me! You have some balls on you after all huh kids?!" he roared with laughter, the small crowd we had no gathered joining in.

"Yes well, that is my curse," I shrugged, looking to Johnny and nodding.

"So," Johnny spoke up, "did anyone catching that execution?"

Suddenly, the mod changed. Everyone was silent, a few ever looked like they sobered up from being in an inebriated state just a few seconds ago. Gregor and the older ones looked around, after a moment they leaned in and whispered.

"You need to be quite with your lips boy," he hissed, "if the guards were here they would have our heads for even talking about this."

Johnny flinched, "s-sorry."

Gregor sighed, "can't blame you for being curious...damn shame what happened."

"The woman escaping?" Drax asked.

"No, her failing," Gregor hissed as slowly it became obvious everyone gathered there seemed to share the same opinion.

"Tyros is a monster, isn't he," I stated, "if that woman from Heaven killed him we could have been free."

Gregor nodded, "aye, you speak true boy. Damn shame she had failed. We would have crowned her a miracle is she had won, a hero to the people she would have been."

"The guards were the reason she lost," one man said, "I heard she had Tyros by the neck, only lost because of the numbers."

"But what if she did win?" Johnny asked, "I mean, who would rule in Tyros place? What if the guy who comes next is just as bad?"

"Were you dropped on the head boy?" Gregor hissed, "everyone knows the next in line would be the late king's daughter Washi. The woman was raped and forced to marry her rapist. She is sure to hate Tyros as much as we do. If she became queen...I can only imagine what would happen next."

"Yes...if only," I raised my drink and sipped it. It seems I had a chance.

 **Night time:**

"Spread out! Lord Tyros wants them found and in chains!" a guard cried out as he sent several men down the alleyways, hoping to catch the mysterious strangers that had saved the would be assassin from before.

They marched down an abandoned alley, searching every household and street. When they were done, the lid of a nearby still trash bucket was lifted as Angela climbed out.

She hated hiding like a rat, like a thief. But she had to. Her weapons were lost, she needed to get them back. She felt naked without them and until she did, she would lose again to Tyros's powers.

Managing to sneak her way past the guards, Angela made her way to the royal palace. The castle looked dangerous, looming overhead with the shadow of night bathing it's features with only the random torches of fire displaying portions of its majesty.

The castle was pressed against several buildings in the city, climbing onto the roof of one close by building Angela leaped across the wall, using her embers to glide down into the castle's garden.

She rolled and quickly hide behind some bushes. The empty night sky covered her in darkness, she waited, holding her breath as several guards pass by. Looking around, she found a balcony directly above her though which she could enter.

A small window of opportunity presented itself and she took it. Slipping behind a passing patrol, Angela leaped, using her embers to fly into the balcony and land in a kneel.

She snuck inside and came upon a long hallway, decorated with a red carpet and statues of Tyros. She snarled, but restrained herself from spitting on the monster's image. Suddenly, the clicking of guards shoes was heard approaching her, Angela looked around and quickly leaped into the nearest door and slipped inside.

She carefully shut the door behind her and looked into the room she was in. It was a trophy room of sorts, grand is design with several items of note put up on pedestals with beams of light bathing them.

The trophy room, it seemed the Fates were smiling on her that day. Angela walked in and looked around, finding several grouse trophies kept inside with plaques explaining what they were and their importance.

The first was the mummified head of the previous ruler, displayed in a jar of green liquid. Next was the blood stained sheets of Tysons bed, the blood being the proof of Tyros claiming the virginity of the previous king's only daughter, who was now his wife.

Angela's anger and hatred only grew as she saw each sadistic trophy tyro had collected. Just as she debated about burning this whole room to the ground, she suddenly spotted something in the middle of the room, her very own weapons put on a rack for display.

She reached down and carefully picked up first the ribbons curled around the trophy case. They were white and gold, warm to the touch. The first gift her adoptive mother had ever given to her. So connected was she to them, that her blood boiled at the very idea of anyone else touching them sav her.

Taking the several feet long ribbons, she securely tied them around her arms. With a faint smile she turned to the others. The Blades of Ichor, two brown handles, containing within them golden liquid metal that took the shape of any bladed weapon. And Xiphos, the Sword of the Stars, a legendary blade she earned through many trials and tribulations.

She reached out to claim them, only for the ground to suddenly explode upwards and a wall of stone come over the trophy case.

"You are a simple prey," the emerging voice of Tyros called out behind her. Angela turned slowly, and there he was, standing with a small army of guards behind him, all with their weapons drawn. "Did you even stop to consider I was expecting you?"

Angela growled as she stood up, "I didn't think you were that smart."

Tyros smirked, "but where are you friends? Abandoned you have they?"

"I need no friends," Angela spat out, throwing her arms forward, releasing the ribbons around her arms. They flew like snakes, slicing across the necks of several surprised guards, bathing the ground with their blood.

She controlled them telepathically, waving an orchestra of death. But slowly the soldier's grew her petty attacks, managing to block her whip's with their shields, until Tyros himself stepped in.

"Enough," he growled as two large stone fists sprang out of the ground, grabbing Angela's ribbons and pinning them against the ground. "Grab her and don't let go."

Angela roared, pulling her ribbons free, shattering the stone constructs. The guards charged, and the first one to get close, felt the fury of an Angel's fist against his skull, breaking it open and sending him flying back into a wall, the back of his head shattered open.

"ARGH!" she roared, embers flaring alive around her, cloaking her in flames as she pounded away at the guards trying, and failing, to restrain her.

Tyros clicked his teeth, "enough of this."

A shadow came over Angela, she turned, just in time to see a whole wall to her left leap at her. It ploughed mercilessly through the soldiers and hit her with the force of a freight train, sending her flying through the trophy room walls and into the corridor outside.

Angela rolled across the floor, growling as the pain from the collision. She looked up just in time to see Tyros walk out, his men right behind him. She got to her feet, just as several slabs of stone rose up from the ground at flew at her.

Angela's ribbons flew out, wrapping around the slabs and throwing it at the oncoming soldiers. She clicked her teeth, her weapons were left behind, she was powerless without them. She was going to be cornered and captured, again. She needed to move, now.

She hated to run from a fight but the numbers weren't with her. She turned and ran, "stop her!" Tyros roared, they chased after her, but Angela was faster.

She came across several guards in her path, but they were few and she sliced through them like a hot knife through butter. Her ribbons were bathed in blood, but with a gentle flick, the crimson material came sliding right off.

She ran through the corridors until she reached the vast open grounds of the castle gardens. The garden were huge, with several pathways leading around a small hill on top of which rested a fountain with sparkling water running down.

"We have you woman," Angela tired and there stood Tyros and his small army of guards. They quickly moved, surrounded Angela, forcing her up the hill in the garden.

"This time, I'll have them cut your arms and legs," Tyros growled. Angela sent her whips after his neck, but a wall of stone protected him from harm, "silly bird, don't you know stone crushes ribbons and embers?"

Angela jumped, flying away in a trail of embers, but before she could leave an arrow from the bow of a gaurd came flying at her, plunging into her shoulder. Blood oozed out and the second her concentration broke, she began falling.

She reached out desperately to the air, but the ground was coming quick. And in the last moment, a flash of fire came behind her, grabbing her body and holding it tightly in a pair of arms that were aflame.

"What in Heaven's name?!" she cried out, turning to the man whose arms she was in.

"Hey! Thought we'd find you here," the one she remembered called Johnny smirked.

"What are you doing here Avenger? I thought you had left?" Angela asked as Johnny brought her down near the entrance to the gardens, where Peter, the green one and a woman stood in wait.

As soon as Johnny landed Angela pushed off him and stood on her own two feet. The three men Angela recognized, but not the woman. She was dressed in robes of purple and gold, a crown in the shape of blades around her head and jewels adorning her body. She stood tall and proud with sharp features and hair so smooth and shining they reflected the lights of torches around the castle.

Tyros stepped forward, "wife? What is the meaning of this?"

The woman's eyes hardened, "I am not your wife. I am your whore and you are a rapist to me and a plague unto my people. A tumor upon the very soul of Birj, so you will be removed, by force."

"And who is that will remove me?" Tyros laughed, looking at the three men surrounding her, "those three...strangers?"

"They are called the Avengers," the woman said proudly, "guardians of the innocent, deliveries of justice and the ones I called to end your reign."

Tyros looked at the three men, and then threw his head back and laughed, "them?! Those three are the ones who you gamble this little rebellion on?! Guards! Kill them all."

"Johnny, draw a line," Peter spoke plainly. Johnny threw one hand forward and shot a fire boltd, carving a line in the stone path. Peter stepped forward and in front of Angela's very own eyes the clothes he wore began to change.

Gone were the plain white and brown robes, in its place was black and red suit with a black spider motif on the front and back. He looked older than she gave credit for, eyes aged much more than the body.

"The next person to cross that line, dies," Peter said, before pointing at Tyros, "expect you. You we've been paid to bring in alive."

Tyros smirked, "you need an army for that boy."

A mask appeared over his face, red with black lines running down with big white leaf shaped lens for eyes, "well then, it's a good thing I am an army," he charged, right behind him were his teammates.

He leaped over the line of fire and aimed directly for Tyros. The guards that got in his ways were sent flying away by these red hands made out of energy, flinging them across the garden. The ones who crossed the line of fire to attack the queen came face to face with Drax's knives who cut them down, of Johnny's flames which, while didn't burn them alive, did seem to send them scream in terror.

Angela got up to help, flinching from the pain of the arrow. "Please, don't get up," the queen replied as she came to Angela's side. Worry was written all over her face, "you have done enough my angel."

Angela reached around to the arrow inside her body and with one motions pulled the wretched thing out.

"Ergh!" Angela cried in pain, even as her wounds slowly closed up.

"Careful," the queen replied, "can you stand?"

Angela nodded as did just that. She then looked to the woman, "it was you, wasn't it? It was your prayers which I heard."

The Queen smiled, "yes. It was. And you came, just like you said you would in my dreams."

"I...I didn't do anything," Angela replied, turning to the men cleaving apart Tyro's army, "they did."

"Aye, and you brought them here, did you not?" to which Angela couldn't argue.

She watched as the guards were mowed down, Drax and Johnny made short work of people, but it was a battle against Tyros that drew Angela's eye.

The guards around Tyros was being beaten across the garden by Parker, flying away thanks to those red hands. When he reached Tyros himself the man quickly put up a giant stone barrier between him and Parker, but that didn't deter the man.

He cocked back his fist and threw it forward, an aura of red energy surrounding it. Flesh met stone, and in an explosion of bright red light;

BOOM!

The stone wall shattered. Leaping through the hole he made Parker grabbed Tyros by the collar with one hand and raised him into the air. Suddenly spears of stone came flying out the ground, all aiming for his neck, and that's when Angela saw the man _move_.

He first threw Tyros away and then bending in such a way Angela didn't think was possible. He managed to duck and swirl away from the rock spears, leaping away and landing before Tyros, who was slowly getting back to his feet.

The master of rock then played his hidden Ace, the reason Angela lost to him. The ground itself leaped up and covered the tyrant from head to toe, armouring him up with pebbles and rocks that swiftly hardened, creating a golem where the mortal once stood.

Angela's embers were useless against his armour, her blades unable to cut deeply enough and her ribbons nothing more than paper. Even her legendary blade was rendered moot as the surface was too well done, too well protected.

Seeing the form, even the queen began to look worried, biting her lip nervously. Tyros roared, "I shall have your skull as my drinking cup boy!"

And then, lightning seemed to come alive inside the garden as bolt of blue light bathed the ground. Angela covered her eyes, and when she opened them, Parker's fist was inches from Tyros' mouth.

KRAKOOM!

There was an explosion of thunder and Tyros was sent flying upwards into the stars itself. With one leap the man in red and black followed behind, a blur of lightning trailing as he flew upwards.

Angela watched as the man began knocking Tyros around in the air, chunks of the ground was chipped away from his armour. Lightning zipped across the sky, flashing from one corner to another, Tyros was being smacked around like a ball.

Boom!

He was sent flying through a watchtower.

Boom!

He was brought against the walls of the castle and his head was dragged along the walls, breaking them apart with his skull.

Boom!

He was launched once more into the sky as slowly the leader of the Avengers grew a specter of a giant hammer around his body. It grew larger and larger as the red hammer began to take the shape of the mythical Mjoner.

When Tyros came down, Parker swung his hammer, hitting him and sending him out into the city, into one of the markets in the heart of the capital.

BOOM!

The middle of the market place was leveled to a crater. The guards still standing were shocked into stillness, none of them moved, none breathed.

"Oh shit! He's doing his hammer of God thing!" Johnny cried out as he came down and picked up Drax, flying me to the Queen and Angela, landing and then dropped to a crouch. Drax followed him and he looked up at two women still standing, "you really should be ducking."

Angela looked upwards and saw the giant hammer sparkle with electricity. Parker was floating above the crater Tyros made, he held it up and then turned it upside down, before letting go. The hammer dropped faster and faster, it's momentum pushing a rush of wind aside as lightning crackled around its body.

"Get down!" Angela cried as she grabbed the Queen and pulled her away, protecting the woman with her body.

KRAKOOM!

It was the sound of lightning striking the ground a dozen times over. The very ground shook as suddenly people in the city began to scream.

Angela looked up, the Queen as safe, holding onto Angela's side for dear life. Slowly they rose, looking at the level market.

"We need to get there," the queen replied, turning to Angela, "please."

Angela nodded as she lifted the queen into the air, flying away from the castle at the marketplace, Johnny and Drax right behind them.

A large crowd was already forming around the smoking crater. Hoards of people had come out to see what was going on, what had caused all the noise they had heard. The queen and her escorts landed at the edge of the crater, immediately everyone knew something was going to happen, something to change the fate of their world.

The smoke slowly cleared away, and out of the dust walked a figure, Parker, and on his shoulders was an unctuous Tyros, bleeding from so many places he looked drenched in blood and so many broken bones something creaked with every step Parker took.

People gasped, both in awe, terror, and utter disbelief. Some feared the man was here to kill them all, somehow still being able to move despite being so broken. But no, the monster didn't stir and all eyes turned to the one holding him on his shoulders.

Parker dropped the unctuous and defeated tyrant at the feet of the Queen. He bowed, "my queen. It is done...our payment?"

Angela looked shocked, "payment?"

"One that I will give gladly," the queen walked forward, taking off the crown on top of her head. She stepped over her husband's beaten and destroyed body, bowing before Parker, presenting the crown to him, "as agreed per our contract. The crown."

"What?!" Angela cried out, "you are doing this to become king of this planet?!"

Parker however didn't look offended, in fact he snorted, "I'm already the king of a planet, heck, I'm the king of a solar system. I did this, for the crown. Johnny?" He tossed the crown to the blonde, who caught it easily.

"Let's light this puppy up!" Johnny smiled as his hands exploded into flames, startling the people around. Slowly the golden crown began to heat up, one could see smoke rising up, tearing Johnny's eyes, but he didn't stop. He kept going until the crown began to melt, turning into liquid which was poured onto the ground.

The Queen stepped forward, everyone's eyes were looking at her, Peter, Drax, Johnny and Angela. Confused, hopeful, excited.

What now? What could be enough to lift the air of utter terror that was life for these people for the last decade? What could possible explain what was next? What could she say?

"My people," she said, "we are free."

The people roared in joy. Apparently, that was enough.

 **Late into the night with Peter:**

"Bah! This one really can't get drunk!" Gregor cried out as I slammed down another pitcher of liquor. Everyone laughed with him, the now fully drunk man swinging an arm around me, "so you're an alien are you boy?"

I smiled, "I am sorry for deceiving you."

"Hahaha! Think nothing of it my boy!" Gregor laughed, "if it meant saving our sorry hides, you can device us all a hundred times over!"

The bar exploded in laughter as everyone chimed in, giving me their thanks. Just then Johnny came through the crowd, "Pete! We got something."

"Ah! Our second saviour! The man of flames!" gregor cried, "you here to drink too boy?!"

"Tempting, but not right now," Johnny turned to me, "Pete, quickly?"

"Drax?"

Johnny sighed, looking to one corner of the tavern where said man was snoring on a table, pitchers of mead spread out all around him.

I rolled my eyes and nodded as we got up and left. It took awhile for me to leave as I had to make my way through dozens of grateful people who all thought now was the best time to say their piece. Many was just pilot and said thank you, but others felt it needed I listen to them ramble on about why I should have killed Tyros or something like that.

Leaving the tavern however didn't change the enjoyable atmosphere at all as the entire city was awake and celebrating. The streets were littered with lanterns as parents woke up their children from their sleep to celebrate.

The streets were once again alive with food and drinks flowing freely. People walked hand in hand as brothers and sisters, laughing and talking into the night.

It almost makes me wish I could stay for a bit longer. Alas, work called. Johnny and I took off into the sky, flying in the direction of the castle.

"What's this about?" I asked Johnny.

"The Queen said something important came up," he replied, "insisted you come."

We landed in the courtyard and were escorted inside. A gaurd guided us to the dining room, when the doors opened, we stopped in our tracks.

Angela was sitting at the head of the table, and on her lap was the Queen, running her fingers through Angela's hair and sealing her lips on the angel's own. We could hear their moans all the way from across the room, Johnny's jaw dropped while the gaurd just seemed to blush.

"So I guess the threesome idea is not going to work out huh?" I learned to Johnny and whispered.

"Dude!" Johnny cried out, startling Angela and Queen enough to break them out of their heated session.

"Ah, you're here," the Queen said, quickly standing up and straightening her gown. She turned to the gaurd, "you may leave."

The gaurd bowed and quickly left. I smiled, "we could come some other time. I know how exciting a victory can be for one's sex life."

"Thank you, but no, this is urgent," the Queen said as she motioned us three to follow as she took us into the castle's many corridors. We reached a flight of stairs leading down into the castle's bowls, and after four flights, we finally reached a dark and depressing level that had no windows and smelled of blood, feces and something else I couldn't identify.

"The dungeons?" I asked as we passed through an iron gate surrounded by several guards that bowed as we went in.

"Yes," the Queen replied as she crushed her nose, "it was filled with those who opposed my former husband's rule. I've set them all free, there is only one person kept here at this time."

We stood at a jail cell and bathed under the faint light of the torch hanging across from hall, was Tyros' beaten and broken form, kneeling in the middle of the cell. He was chained with the very chains he used to keep Angela at bay, I even spotted a control chip on his neck.

He looked up, beaten and broken, but his eyes promsied murder and death to those he looked at. "My Queen bitch, her whore, her dogs."

"Spider," I pointed at my chest, "or did you not see the giant fucking embelm?"

"Is that your name? Spider?" Tyros asked.

I nodded, "it is. As far as you're concerned."

"Well then Spider, I promise you now...your death, will be at my hands," he spat.

"Get in line," I smirked.

"Why didn't you just, I don't know, execute him?" Johnny asked the Queen.

"Because that would be too easy," the Queen replied, turning to us, "our laws have a punishment for ones like him, monsters, bastard, enemy to the planet. He is to be sent into exile, far away from the city, forced to live out the rest of his days in loneliness."

"That would just allow him to regain his strength and come back even stronger," Angela objected, "kill him now and get it over with."

The Queen shook her head, "no.. he will suffer and he will live...live with the shame he has...but I will not send him somewhere on the planet, you are right when you say he will come back for vengeance. No...I will send him into the stars, the Shi'ar gave us a ship to be used for emergency reasons. That will be his tomb...but that is not why I brought you here."

"Then why?" I asked, turning to the queen.

She turned to me, "I hear your mercenary group is powerful, is it not?"

I nodded, "we are, yes."

"Good, then I wish to hire you, permanently," the Queen added.

I raised an eyebrow, "listen, no offence, but I cannot afford to put aside resources for permanent protection for just one planet. We need every ship we have and every member we have."

"I heard you are mortal enemies with the Shi'ar Empire, yes?"

I shrugged, "I wouldn't say mortal, they just don't like us very much is all..."

"Either way...I wish to suside from the Shi'ar Empire, they are as cold and calculating as my former husband," she spat the title, eyeing the man who just smirked, "but we will require protection from their certain retribution...as such, I was hoping-"

"-I'm sorry...but now," I shook my head, "I cannot..."

She sighed, "I thought so..."

"Ah, I don't want to sound rude, but why exactly did you have to bring us here for this?" Johnny asked yeeing the dirty dungeons, "I mean, couldn't you have just told us all this in the nice clean dining area upstairs?"

"Because of the second reward I promised the Spider," the Queen as she opened the door, "do with him as you will. But remember, no killing."

I nodded, "won't be an issue," I stepped inside and took out a small cloth swab I managed to find in the city streets. Using it I took several different DNA samples from Tyros, who, while didn't seem bothered, did look confused.

I put the samples away and turned to the queen, "I have them, thank you."

"That is all?" the queen asked in surprise, "are you sure you don't require an arm or a limb for your experiment to work?"

I chuckled, "I'm not a mad man. Just a curious one. Thank you for this Queen Nyxa, it will help me greatly."

"I'm sure," she ordered the door shut and lead us out the dungeons, "how long will you be staying?"

"We'll leave by tomorrow afternoon," I replied, "our ships will be here by then."

"Ships?" the Queen asked.

I nodded, "I originally thought there was going to be a large fight...guess I was wrong."

"You should probably tell them not to come," Johnny spoke up.

I smiled, "no, let them. Even if we didn't find Jean, it would do will to have a break once in a while. And since the entire city seems like they won't stop partying for a week or so I think it would be nice to let everyone have some fun."

Angela looked at me with narrowed eyes, "so you are bringing an army here?"

I nodded, "something like that."

"I will need to make arrangements for food and drinks," the Queen replied, "this will take a lot of resources."

"Don't worry, we have goods to compensate you nicely...do you take galactic units?"

 **Dawn:**

It was a wild night for most people, Johnny ended up passing out drunk while I had to go and find Drax, who was in an alleyway also passed out.

But that was the night, now, as the star rose on the horizon, I looked down from the palace balcony and smiled as slowly the partying died down a little. Many were asleep already, but there was no mistake that they fully intended to get back to celebrating the moment they woke up.

But now things were finally getting quite. I took a deep breath and let it out, sipping the warm mead in my hand I sighed. The alcohol felt very much like warm coco, since it didn't really affect me physically or mentaly.

"Have you ever stopped drinking?" a voice called out behind me. I turned to see Angela there, looking disgusted at the liquor in my hand, "such a vile thing."

"You don't like liquor?" I asked, surprised.

"Distasteful," she spat, joining me at the balcony ledge, "in Heaven we have no need for such things."

"So you have never tasted it?" I asked.

"Clearly not," she huffed.

The daughter of Odin has never drunk liquor. That might big the biggest insult ever done to the god's name. I held out my cup, "here. Try it."

"No," she glared.

"It's very good," I replied, "the Queen herself picked it out."

Angela narrowed her eyes, she reached out slowly and took the offered drink. She sniffed it and flinched, "it smells."

"It does, trust me, you get used to it," I smiled.

She sighed, closing her eyes and tasting the drink like a child would medicine, ready to spit it out at a moments notice. But the moment the liquor hit her though, her eyes shoot open as a sound of pleasant surprise rang out her mouth.

"That is...amazing!" Angela cried out, quickly finishing the drink, wiping away the foam on her lips, "ten thousand years! How have I not tasted this before?!"

I chuckled, "you tell me," I leaned forward and looked at the city, "tell me...how does Heaven look?"

Angela leaned forward, "well...it's...indescribable. It has clouds and high mountains. It's cities are golden, the steps are...golden. It's statues are..."

"Golden?" I snorted, looking at her suit, "guess that's where you got your taste in clothing."

Angela shrugged, "who doesn't like gold?"

I raised my hand, "think it's kind of tacky."

"Tacky?"

"Dull looking, makes you want to puke," I shrugged, "prefer vibranium silver. Or Uru grey."

Angea's eyes widened in recognition at the last metal's name, "uru? Like the legendary metal of the drawers of Nivedellvir?"

I nodded, "exactly."

"How did you even look at such a legendary metal?"

"Well, for a time I was one of the people forging it," I shrugged, much to Angela's look of awe, "it wasn't easy, but I managed to get the dwarves to finally take me in and keeps me under an apprenticeship. Took six months, but I learnt everything I needed."

"Impossible, they wouldn't just give out their secrets with such ease!" Angela cried out.

I nodded, "they didn't. I traded them a secret of mine in exchange for training me."

"What secret?" Angeal asked.

I stood up and allowed my suit to morph, transforming into a collection of clothing, like formal suits, tracks, shorts before coming back to my normal suit, "it can transform into several different kinds of suits and is virtually unbreakable."

"By god," Angela whispered, reaching out and feeling the suit, "it feels like fabric."

"It's meant to, here, try and cut it," I had the suit increase the element of my right arm, forming a lengthened arm of cloth. Angela looked unsure, but at my insistence she took out the sword strapped to her back and brought it down.

She tried slicing and sawing the fabric, my not a single tear was made. "Amazing," Angela whispered in awe, "nothing has ever been uncut by the legendary Sword of Stars. What magic is this?"

"It's not magic, it's science," I smiled, looking out into the city once more, "sigh...picture perfect morning, I just know something's going to ruin this..."

"Picture?" Angela asked, "you mean a painting?"

"Kind off...wait, you don't know what a picture is?"

Angela shrugged, "Heaven is devoid of a lot of mortal instruments."

"Well," I took out my SA and turned on the camera, turning it to us, "this is a camera."

"Incredible," she replied, touching the tech with amusement, "it feels so real."

I smiled, snapping a photo, and showing it to her, "here, this is a photo."

Angela took the SA and looked at in amazement, "this is fascinating. Does it...do anything?"

"No," I shrugged, "you just look at it to remember what yo've taken. I have many pictures saved of my family and friends."

"Interesting," Angela replied, passing me back the SA, "so many fascinating things you mortals invent..."

"I gather angels don't like to leave Heaven?" I asked, putting away the SA.

"No, we do not," she shook her head, "I believe I am the first in five thousand years to do so."

"I see… Angela...what will you be doing now?"

"Now?" she hummed, "I suppose I will stay here for a while, make sure Tyros doesn't escape before being blasted into space, before leaving."

"Back to Heaven?" I asked.

Angela hesitated, "yes...back to Heaven."

I eyed her, "because, you know...I'm always looking out for capable people for my team. We could use someone like you, an avenging angel."

Angela turned to me, surprised, "you...wish for me to join your team?"

I shrugged, "if you want. We could always use people who want to do good. There are too many people out there who are vile, we however...we protect the little guy. So? What do you say?"

Angela was hesitant, "I-"

KRAKOOM!

I snapped my head to the sky, it was the sound of the sound barrier being broken and sure enough, several burning glowing objects were falling down from the sky. And just above the atmosphere, we could see the image of a giant silver gleaming warship present over the planet.

"Shi'ar," I whispered, recognizing the make of the war ship immediately. I turned to Angela, "wake up the Queen, we need to move, now."

Angela didn't much like taking orders but I didn't really care, rushing off to find Johnny and Drax. I grabbed them both and douse them with water. They awoke screaming and yelling, but I shut them up with a single warning, "the Shi'ar are here."

We met with the Queen, who advised us to not start a war just yet as we didn't know what the Shi'ar wanted, hoping that she could her way out of this one. I didn't have much faith in that idea, but I promised to hold.

I contacted my own approaching fleet and told them to expect a fight but stay on standby, and in ten short minutes I, Johnny, Drax, the Queen, Angela and several dozen of the castle guards were waiting on the outskirts of the city, where the ships from the Shi'ar warships had hailed us to meet.

The ship that landed first was decorated with gold and crafted to look more like a pleasure vehicle rather than one of wars. Following behind it were several small personal attack ships that had canoons on each side with the sigil of the Shi'ar Empire on the front.

"Shit, it's her," the Queen whispered.

I turned, "you know who's coming?"

"Yes...Lilandra Neramani," the Queen hissed, "the Grand Admiral of the Imperial Guard and...sister to the Emperor D'Ken."

My eyes widened, I turned to the royal craft which landed and opened, a ramp coming forth. The single flyer ships landed and the soldiers quickly came out, weapons in hand, standing on either side with their swords knocked above.

"Presenting Lilandra Neramani, Grand Admiral of the Imperial Gaurd, the Wise, the Young, the Bold. Sister to our great Emperor and God Mother to our Prince!" one soldier called out as out of the royal ship stepped out a woman dressed in silver white.

Her clothes hugged her body closely, I'm sensing a trend in galactic clothing here, and around her neck was a cape. On the woman's head was a headcasing in the shape of a triangle with cuts all along the edges, resembling that of a feather. She had fair white skin and dark circles around her eyes.

The woman was smaller than the soldiers around her, but she gave off an aura of command and power that none would dare cross. She walked ahead, the soldiers converging on her position. But just then, I felt my spidey senses go off.

I threw my hands forward and summoned a shield of psionic energy before me, just as a yellow beam of raw power came flying at me from above.

"What the shit?!" Johnny cried out as the very ground below us shook. I growled, keeping my concentration until Lilandra cried out.

"Who dares?!" Angela hissed, drawing her sword out.

"Don't escalate the situation," I hissed, "stay by the Queen's side in case you need to evacuate."

"Vulcan! Enough of this!" Lilandra roared. The beam ended and I looked up from where it originated, finding the Crown Prince Vulcan slowly flying down.

"Aunty, this is him, the one who broke our trap for Corvair and took the people of Sinthose," Vulcan growled as he looked down in fury, his eyes glowing yellow, "the leader of the so-called Avengers. The Spider."

I smirked, dropping my shield and turning to Angela, "see, I told you I'm famous."

Vulcan growled, ready to fight, but Lilandra put her hand up in warning, "attack again without my permission and I will have you put under house arrest nephew. Do you understand?"

Vulcan clicked his teeht, but nodded, "I do," he landed besides his aunt and glared at me, I have to say, if I didn't know he was related to Scott before, that stupid glare would have given him away.

The Queen stepped forward and bowed, "Grand Admiral Lilandra, it is an honour."

"I am sure, Queen Nyxa," the woman smiled kindly before turning to us, "The Spider, I assume?"

I nodded, smiling carefree, "indeed, and may I say, anyone calling you aunty is just a crime. When one calls a woman an aunt, one would image someone old and frail, not something as… vibrant as you."

"Oh, a charmer are you?" Lilandra chuckled, Vulcan growled.

"Grand Admiral," the Queen stepped forward, "may I ask what you are doing here on our humble planet? Usually, the Grand Admiral wouldn't bother with any that isn't important."

"And you believe you are not important?" the Admiral asked with a smile.

"We are hardly the Empire's top priority, are we?" the Queen challenged.

"True...but when we receive a distress signal from anyone of our loyal subject, we tend to investigate."

The Queen's body went rigid, "a-a distress signal?"

Lilandra nodded, "yes, every ruler of our common wealth is given a personal communication device that they keep hidden. When in danger, they may use it and we will come to aid them...I assume by your look your husband hasn't told you about this?"

"No, he did not," Nyxa said with barely hidden rage.

"Enough of this," Vulcan stepped forward, approaching the Queen, to which I stepped between him and the former. He stopped, looking up at my taller form and growled, "where is King Tyros."

I turned to the Queen, "you want to get this one?" I didn't know if she wanted to lie or tell the truth, so best let her decide.

The Queen took a breath before speaking, "he is dead." So that's how she wants to play this.

"What?! How?!" Vulcan cried out.

I turned to him, "I killed him."

"What?!"

"Under my orders," the Queen added.

Lilandra stepped forward, patting her nephew's shoulder and taking he aside. She looked to the Queen, "Queen Nyxa, may I ask why you did such a thing?"

Nyxa turned from the Admiral and to her city, "tell me Admiral Lilandra...have you ever been to my world before?"

"No, I haven't had the pleasure."

"Then let me explain," she pointed to the wall, "back then, before Tyros, we had no walls. We had need of them for we had no enemies. But after he murdered my father, raped me and took me as his whore come wife, we've had war, famine and all kinds of horrors visited upon this land. So if the question why really a question? He raped me, he murdered my father, he destroyed my land."

"You cannot just murder a subject of the Shi'ar Empier and expect no reprecussions," Lilandra replied softly.

"I did not think so, but tell me something, under the rule of Tyros, did you not experience a reduction on resources being shipped?" the Queen asked, I could smell the fear rolling off her person, this was a gamble and a dangerous one at that.

"Yes, there was a sixty percent reduction in your shipping," Lilandra said, a small smile forming on her face as she understood what was happening.

"The reason for this is simple," Nyxa continued, "Tyros was a monster who cared not for his alliance with you and holding his end of the bargain, I am not the same. Give me three years and the production rate will return to normal, seven and they will improve."

"So you want us to just ignore you murdering your own husband?!" Vulcan cried out.

Nyxa narrowed her eyes, "he has never been my husband. He has always been my nightmare," she turned to Lilandra, "the Shi'ar Empire prides itself in not governing its colonies, believing them to be capable of doing so on their own. I ask you only keep your doctrine in this matter and I promise you, this will benefit you in the long run."

Lilandra smiled, Vulcan looked pissed. "Aunty you cannot be seriously considering this proposal!" he hissed.

"I am," she replied, "it benefits us and keeps us in good standing...plus what's done is done, interfering now will just cause unneeded problems."

"Thank you, Andrimal Lilandra," the Queen bowed, "a thousand thank yous."

"I don't need your thanks, just keep your promise to bring production back up to par," Lilandra replied, her eyes narrowing, "I will be keeping my eye on you, remember that."

"That I will," Nyxa replied, sighing in relief.

"Now...what to do about you," Lilandra turned to me.

I smiled, "I'm flattered, but I have a lover."

"Several," Johnny snorted in what was clear jealousy. I smirked, to which he flipped me off.

"I'm sure that would be eventful, but a courtship is not what I see in your future," Lilandra continued, not phased in the slightest by my words, which was new for me, "did you know you are currently the Shi'ar Emperi's eighth most wanted criminal?"

I blinked, "eighth?"

"Yes," she nodded, "for the crimes of kidnapping of a royal offical and murder of several dozen soilders."

"In my defence, they came after us," I held up my hands.

"Nevertheless, you will be coming with us," Lilandra said, otioning to her men.

"Over our dead bodies," Johnny came forward, exploding into flames causing the whole of the Shi'ar army to back away several feet in shock. Johnny looked surprised, "ah, something I said?"

"Flames?!" Vulcan cried out, "a child of the damn bird?!"

"No, I don't think he is Ember born," Lilandra hissed.

"Only one way to find out," Vulcan cried, he snapped his fingers and immediately a soldier walked out of line and took out a red sphere from his armour.

I immediately knew what it was, the Shi'ar had a form of tracking the Phoenix, they must have built a proto type of some sort. I needed to stop them from using it. I reached out with my mind and summoned the sphere out of Vulcan's hand and into my before he could turn it on.

"My my, what's this? A red ball?" I held up the sphere looking it over, "charming little thing isn't it?"

"Give that back, now!" Vulcan cried, his eyes growing bright with power, raising into the air for a moment and hovering above, "you don't know what you hold you bastard."

"I'm assuming it's a manner by which you can track the energy given off the Phoenix force, yes?" I asked, much to Vulcan's surprise and Lilandra's curiosity. I sent a mental prod to Angela's mind, " _Do not use your powers no matter the reason._ "

Angela's eyes winded, turning to me. I sent her a glare before turning back to the Shi'ars.

"Save yourself some time," I said, tossing the ball to Lilandra, "Johnny isn't a child of the Phoenix, his powers are from cosmic radiation."

"That maybe, but we'll check for ourselves," Lilandra replied as she held the sphere before Johnny, only for it to stay the same, unchanged. Vulcan sighed in relief, Lilandra nodded, "you were speaking the truth, he isn't an Ember...but," her eyes shifted to Angela, she turned to orb to her and almost at once, the red turned into a shade of indigo so thick I could barely see light coming out of it, "she is."

I cursed, she must have seen the exchange I had with Angela. Vulcan exploded forward with a roar at Angela. She had her sword out and ready to fight back, but seconds before they did, I leaped at Vulcan, my foot firmly planted to the side of his head.

Bang!

He went rolling away. I landed before Angela, my stingers popping out, "no one touches her."

"Interfer and I will be forced to take drastic measures," Lilandra replied coldly. She turned to Nyxa, who looked as confused as everyone else, "you have a choice your majesty, continue to harbor this abomination, and it will be your planet that is forfeit."

"I-I-"

"What is happening?" Angela asked, growling in fury, "I have not done anything to offend you in any manner so why do you attack me?"

"Your very existence is a crime," Vulcan hissed as he got back up, his hands glowing yellow with energy, "and your death is the only possible atonement."

"My existence?!"

"Your mother," Lilandra replied simply, "was the Phoenix. You are her Ember. A monstrous reflection of the Cosmic entity of destruction. We cannot kill it, but we can kill you."

"My mother was what?!" Angela cried out.

"Jean's her mom?!" Johnny cried out.

"Different Phoenix host," I hissed.

Lilandra turned to me, "you seem to know a lot about Embers and the Phoenix Spider...tell me, why do you defend this thing if you are aware of her potential?"

"The Phoenix is a being of rebirth, not death," I replied, "Angela isn't a monster, if anything she is the flame that burns the monsters. And she will not be hurt while I stand."

"That can be arranged," Vulcan growled as he charged forward. He came sent a blast of energy at my head, a simple shield blocked it. He then charged in with a glowing fist of energy, throwing it at my head.

He had power, but no form. Slipping into his defence I grabbed him by the extended arm and pulled forward, throwing him into the ground.

He cried in rage, coming back up to fight. I weaved and ducked under hsi fists. Jumped over or blocked his energy blasts. I waited for the right moment, and when he tried to cast out energy with both his hands, I had him.

I sent out a web blast, covering his hands in webbing and binding them together. The moment of surprise was enough for me to leap forward with a kick, charging it with a fraction of Thor's power.

Lightning surge as it hit him like an iron pole. I saw the saliva in his mouth explode out as he was sent flying away, crashing through a scout ship causing it to explode in a ball of flames.

"Soldiers, take him down," Lilandra replied as the men with guns all pointed at us and fired. But before I threw up my own shield, one of red magic came around Queen Nyxa and the others, guarding them from the hial of blasts.

I smiled and looked behind, and floating directly above us was the Milano, Wanda and Carol, flying down as the ship landed right behind us. The doors opened the moment it landed and out poured my team, Scott leading the charge.

"Took you all long enough," I smiled as they lined up beside me.

"Yeah well, space traffic," Scott shrugged, turning to Gabrille who had burnt off my webbing in rage, "Well isn't this nice."

"You've been gone two days and you're already picking a fight with a galactic evil empire?" Wanda asked in annoyance as she and Carol floated above us, "must be a new record."

"Yes well," I smiled, looking up to see the two of our war ships come and corner the single on the Shi'ar had brought. I turned to Lilandra, "I think we just officially outclassed you, yes?"

Lilandra moved back as her soldiers formed a barricade between her and us. She narrowed her eyes, "you don't know what you are doing boy. Hurt us in any form and you will learn to regret it."

"You have one warship, I have two," I pointed to the ships above the atmosphere, "you really think you're in any position to threaten me?"

"I do," she replied as she took out a silver medallion with a red gem in the center, "if I press this button, an armada will arrive on this planet in the next hour. A hundred ships at the very least, all armed to kill and destroy this planet and follow you to the end of the Universe. Can you defeat that?"

Her heartbeat was steady, I couldn't detect any lies. I turned to Logan and Jessica, they confirmed she wasn't lying.

"Fine," I replied, "then leave. We won't follow."

"No," Lilandra hissed, "not without her," she pointed to Angela.

"That's not an option," I hissed.

"Peter, something you need to share?" Felicia asked.

"Long story," I replied.

"If you do not give her," Lilandra began, "then this planet will suffer the consequences."

Angela's eyes winded as the Queen gasped, "no! You can't!"

"So what will it be Ember?" Lilandra asked, ignoring the Queen's pleas, "are you willing to let the planet die for your sake? As is your nature? Or are willing to be better...to do something of value with your life?"

Angela stood stunned, her fists shaking in anger and a tiny hint of fear. I was about to speak for her and deny Lilandra, but then Angela spoke, "if I do, then this planet will not be hurt?"

My eyes widened in shock, "Angela..."

"No, it will not," Lilanda replied, "it will be protected by us as it always was. This I swear in my name."

"Then I will come," Angela nodded as she walked forward, putting her blade away as immediately the soldiers surrounded her, pinning her to the ground and placing a collar on her neck that seemed to spark to life the moment it was put in place.

Angela was lifted into the air and carried by her arms to Lilandra's ship. "No! What is to happen to her?!" Queen Nyxa asked, crying her eyes out at the state of her saviour.

"She will be dealt with, like all the Embers before her," Lilandra replied as she turned and walked away, "come Vulcan, it's to go."

"At once, aunty," Vulcan growled, eyeing me and Scott before walking away.

"Wait!" Scott cried out, but Vulcan ignored him.

"Parker," Angela spoke, looking at me, "your offer was kind...but it seems fate has other plans for me."

I felt a slight spike in anger, watching her sacrefice herself and allow the Empeir to march her to what was sure to be her death. Like Jean did...like I allowed to happen once before.

But I did nothing, billions of lives were at stake, I knew I couldn't act rashly. Just like before….I was too weak. My army too small...the enemy, powerful in ways I haven't even tried being.

We watched the Shi'ar get into their ship and leave, warping off into hyperspace.

"Peter, what just happened?" Wanda asked as we all gathered together.

"Angela held the signature of the Phoenix Force I detected," I replied, "she is...an Ember, a child of the Phoenix, to the previous host I would wager. One the Phoenix had before Jean."

"So...she's like a mini-Phoenix?" Rocket grunted, rolling his eyes.

I shrugged, "I suppose."

"What do we do now?" Scott asked, "are we just going to let them take her? They'll kill her."

"I know," I reached into my bag of storage and pulled out the Phoenix Tracker, "with this I can find her whenever they take her, but..."

"But?" Jessica prompted.

I stopped myself, "if we do this...it'll be throwing a stone at a fragile relationship. They will come after us with everything they have and...I don't think we can do this on our own."

"So we're just going to let her get dissected and killed?!" Carol asked.

"I never said that!" I hissed, "but...we can't do this alone...we'll need help… an army that can rival or at least intimidate the Shi'ar. One that won't draw attention and blame to us."

"Who did you have in mind?" Felicia asked.

I turned to her, and sighed, "Thor...or more specifically, his father."

"Why would that miserable one-eyed bastard want to help us?" Wanda asked.

"Because...Angela is his daughter."

"What the fuck?!" Johnny cried.

* * *

 **I haven't seen Endgame yet, going to see it right after putting this chapter up. I'm excited a hell and looking for a good time. We'll see how my story can tie in, which I highly doudt it can.**

 **Yes, Angela is a dauhter of Odin and the Phoenix, I need her for the end of the Jean arc. Though it may not be what you expect. Sadly I cannot update two chapters tonight, I will do my best to update soon, sorry but work and real life is a problem that I can't seem to balance.**

 **P.S. Angela isn't a part of the harem. Niether is Carol.**


	84. Embers of the Phoenix Part 3

The Milano pulled out of the Yggdrasil hyperlane and there before us in all its glory was the flat land suspended in space, Asgard.

"Dude," Quill spoke up in awe, "you never told me you knew the road to heaven."

"Close enough," I sighed, rubbing my hands, "open all channels and send this message, we are the Avengers and we are here to seek an audience with Thor, Prince of Asgard. If he is not available, then his mother, Sif or any of the Warrior's Three will do."

"Alright," Quill nodded, doing just that.

"Are you sure this is a good idea?" Felicia asked as she and Wanda stood by my side, "you remember how he acted last time we were here right? Hell, to just get access to a bunch of books he made you beg."

I nodded, "I know...but this time it will be serving his own self interest. And if Odin doesn't than at least Thor would be willing to help...I think."

"Still, it's doing much better than the last time we were here," Wanda replied as we looked out the majestic golden city. Though the palace and the surrounding areas still looked to be under construction, the rest of the city seemed to already be back on its feet.

"What happened last time you were here?" Scott asked.

"There was a fire giant leveling the city and threatening to destroy everything," Felicia replied.

"Oh..."

"We're being hailed," Quill spoke up, "they gave us a place to dock and...apparently someone will be there to escort us."

"That's fine," I nodded, turning to the people in the ship. I had half of them back to base to bring the entire weight of our armada behind us when we go after Angela. Bill and Carol volentured, which left me with Johnny, Felicia, Wanda, Logan, Scott and the Guardians, save Gamora who took Nebula back to Archno.

We landed in Asgard and stepped out, only to be greeted by a swarm of people all cheering at our arrival.

"Hail to the Spider!"

"Hail to the friends of the Phoenix!"

"Asgaurd welcomes you all!" another cried out as we were quickly swarmed with smiling and graft faces.

"Dude, this is awesome!" Quill grinned as a few lovely ladies winked at him.

"Didn't realise we were this liked," Felicia whispered as we struggled to make our way through the crowd of people.

"Indeed you are!" came a loud and booming voice. I looked up and smiled, Thor came flying down, the crowd made space and the crown prince landed, a smile on his face, "Peter! Felicia! Wanda! My friends! It is good to see you all again!"

"It is good to see you again as well Thor," I smiled, sharing a hug with the god.

"My ladies," the bowed, kissing the back of Felicia's and Wanda's hands, "your beauty grows everyday."

"Charmer isn't he?" Rocket snorted.

Thor's head came up suddenly as he blinked at the sight of Rocket. "Peter..." he said softly, "I don't mean to alarm you, but there is a rabbit standing behind you with a very large weapon."

"Excuse me?!" Rocket growled.

"I am Groot," said Groot.

"No that wasn't a compliment!"

"That's Rocket, he's a friend," I smiled, stepping aside to show others, "actually, since we last met, I've made quite a few friends."

"I can see," Thor hummed, "we shall need time to get properly acquainted."

"Maybe some other time...because right now, we have a situation," I said, my light hearted tone giving way to a serious stare, "I need to speak with your father, at once."

Thor looked worried, "may I ask why? Has something happened?"

"Yes...but I think it would be best if I only explain this once as I think it will be Odin himself who can explain this to us as I still have many...many questions."

Thor nodded, quickly waiting for a flying ship for us. We exchange greetings with the people before stepping onto the boat. It took us across the city, much to the awe of those looking upon Asgard for the first time.

Quill was practically drooling at the ladies, Rocket was already scheming on how to steal some gold, Groot was groot, Drax looked like he was still recovering from his hangover and Johnny...well, he was complaining about how slow the boat was.

We landed in the slowly reforming castle ground, while the castle was gone, they had already laid down the foundation as once more the castle garden was planted and the soldiers trained in the yard.

I spotted Sif with a few others by one side, she seemed annoyed. I ignored her and followed Thor into the heart of the castle, where Odin himself was in waiting, with Frigga by his side, sitting on a replica of his throne in a hall that had no roof, but was bathed in sunlight and filled with soldiers.

"Father," Thor stopped before the man and bowed, an action I copied. I looked back to find Wanda and Felicia mimicking me, but Logan and the guardians were stiff as boards. I hissed at them and with the role of the eyes they all bowed, except Groot, who seemed preoccupied with a potted plant to the corner of the room to pay any attention.

"Rise," Odin commanded. When we stood up straight he eyed me with his one blue orb, "Spider, once again your shadow passes through my halls. Last time your arrival marked Ragnarok. I can only imagine what will happen this time."

"Dude, you caused the end of the world?" Quill hissed.

"No….yes….no..." I shook my head, "look, that's not important. Allfather, I come before you this time to ask for you help."

"Oh? Help?" Odin looked amused, "and pray tell, what help do you require?"

"A woman," I began, "she has been taken by the Shi'ar Empire to be killed just for the crime of her birth. We don't have the resources to rescue her alone...I was hoping you would be willing to help."

Odin snorted, "and why would I do that?"

"Because the girl is your daughter."

Odin immediately stand up straight, his wife's eyes grew wide in horror. Even Thor's attention was peaked as worry overcame him.

"Hela is free?" Odin asked, "that's impossible."

"No, not Hela," I shook my head, "your other daughter...the one you had with the Phoenix."

Odin's one eyes went wide, "that's impossible."

I took out my SA and pulled up the photo I took with Angela. Her confused a dazed look and my carefree smile, holding up my cup of ale, "does she look impossible?"

Odin practically jumped out of her throne. His eyes wide in horror, "no...how can...how did she. She was supposed to be dead?"

"Is that what the angels told you?" I asked, gaining his eye, "did they say they killed her? No, she doesn't know the truth, but I figured it out. They lied...to you, to her. She was raised an orphan, unaware of her true parentage. But you tell me...does she resemble the Phoenix you loved?"

Odin was still, his hands shaking, his eyes tearing up. He blinked away the water and turned, walking away without a second to explain himself, not that he needed too. The Allfather was hurting, like any father would.

I put the SA away and turned to Frigga, "I am sorry...but I thought he should know."

Frigga sighed, "again you come to bring out our secrets, again..."

"Mother, what is going on?" Thor stepped forward, "did you lie to me? Again?!"

"Thor-"

"-After the last time I thought I proved myself worthy?! Why didn't you tell me about this?! How many more sisters do I have?! A hundred?! A thousand?!"

"Mind your tongue!" Frigga cried, the fury upon her face reminding everyone in this room that while she was a kind woman, there was a reason Odin held her in such high regard.

"You speak of things you don't know Thor," Frigga hissed, "your father...you and him are more alike than you think. He fell in love, much like how you love you Foster. Before he and I were wed they had a child...a child the woman left when she departed for the cosmos, leaving Odin broken and a motherless daughter.

"I raised her," Frigga stood up, "I bathed her. I feed her...and then...during the war with Heaven I….she….she was taken...and killed. Or so we were told."

"Peter," Thor turned to me, "how did you find her?"

"With this," I held out the Phoenix Tracker, "it searched for energy signatures that matches the Phoenix's. I was hoping it would lead me to Jean, but instead it led to me to a child of a previous Phoenix host. It took me a while to put things into perspective but...yeah, I figured it out."

"What was her name?" Thor asked his mother.

"Aldrif," Frigga replied, "we named her Aldrif."

"She goes by Angela now," I replied, "that's what the angel's named her."

"She is not Angela," Frigga snapped back, "her name is Aldrif, she is the first born of Odin...his first daughter. My...my first child."

"I can't believe this," Thor hissed in rage, "you kept this from me...again. I..." he turned and walked away.

Frigga turned to me, her glare hot, "you said the Shi'ar Empire has her?"

I nodded, "yes...she gave herself up voleturealy when they threatened to exterminate a planet which she had saved."

"They're hatred of the Phoenix is well known," the goddess clicked her teeth, "do you know where they are?"

I held up the Phoenix tracker, a map of the universe came up before us. I programmed it to track Angela's familiar signature, following it an empty part of space which, according to the map, literally nothing existed for around three million light years.

I narrowed my eyes as Frigga walked down from the throne, "that is the middle of nowhere. Are you sure your device is not faulty?"

"The Shi'ar don't have this advanced a system and they don't know I have it either, so there is no chance of them finding a way to trick this system. So no, I don't think this is wrong."

"I see," she nodded, "very well...I will speak to my husband...you will speak to my son. But with or without them, the armies of Asgard will depart by tonight's sunset. Gaurd," she pointed to the one cloest to the throne, "guide the Spider and his team. Keep them in your sight"

I bowed as the Queen of Asgard as she departed from the throne room. I turned to m friends and sighed, "I need to talk to Thor, until then you all should look around. There's a lot to do here."

Logan rolled his eyes. I smiled, "Logan," the man raised an eyebrow, "they have liquor stronger than the dwarves."

"You," he growled at the guard, "bar. Now."

"Ah, at once," the man nodded, guiding my team away. I kissed Felicia goodbye, promising to meet later, Wanda nodded, though her glare on my kiss seemed to flash annoyance.

I sighed, I really can't deal with this right now. Romance, it seemed, was as difficult for me as the real Peter Parker.

I walked to the courtyard, spotting Sif, who was leaning by the training yard boundary. "Lady Sif," I called out.

She looked over, surprised, "Spider? What are you doing here?"

"It's...complicated," I sighed, "have you seen Thor?"

Sif pointed to a large spiraling tower, at the top of which I saw the flutter of a red cape, "he's there, visiting his beloved."

I heard and smelt her contempt and tried my best to ignore it, "Jane is still here?"

"Yes, she is living on Asgard, studying with the technology bureau," Sif replied with a sigh, gathering her sword and shield, "if that's all Spider, I have duties to attend to."

I nodded, I knew I should talk to her but she was a near immortal being with a couple of years of maturity over me, I'm sure she can figure this out on her own. I took off into the air and flew over to the spiraling tower, coming upon a garden on the roof where several people were working on what looked to be a giant golden and bronze telescope.

Thor was there, whispering to Jane, who looked worried at the god's words. I slowly landed by the bushes, calling out "Thor."

He turned, irritation clear on his face, "I do not wish to speak to you Peter."

"I know, but Thor-"

"-Not now!" Thor cried, lightning coursing around his hammer. Jane's hands curled around his own and almost if by magic, the lightning dissipated. Thor took a deep breath and let it out. "I know you mean well Peter...but I just need to think. My parents lied to me, the people I trusted lied to me… I need time to think."

Thoughts of my own trickery of the Reality stone surfaced, but I ignored them. I didn't have time to deal with guilt right now.

I sighed, nodding, "I understand Thor...but right now, halfway across the galaxy, your sister, your flesh and blood is suffering and you can't be...split. Damn your parents, they kept this from you and I can't even think of defending them. But...but...your sister is innocent in all this. And she could use her little brother's help right now."

Thor looked sullen, his head hanging before he closed his eyes and growled, "damn you Spider. Damn you and your tricky words...of course I'll help. She is my sister and even then, it's you asking this favour, how would I not?"

I felt guilt and pride filled my heart. I knew I couldn't stay in the presence of God with a golden heart any longer with the guilt actually assaulting my health.

"We leave at sunset," I informed him, levitating into the air, "I'll see you then. It's nice to see you again Dr. Foster, how are things home?"

Jane shrugged, "don't know, haven't been there in some time so..."

I shrugged, "no lose. I know how amazing the galaxy is, you don't want to leave after seeing what wonders it can hold."

I turned and left, closing my eyes to activate Web Vision to track Wanda's strong magical signature. I found them at the mead hall and quickly landed. I prayed that nothing had happened, but then again I had just left them for a few moments. How much damage could they really cause?

I pushed open the door just in time to see Groot toss a giant table over, "I. AM. GROOT!"

"More mead!"

"I will drink everyone one of you gods under the table!"

"Dude! You just recovered from a hangover!"

"Oh, hey Tiger," Felicia waved holding a fork of meat, "you're just in time."

A chair flew over my head. I sighed, what the living fuck.

 **Sunset:**

I held up the communicator on the Milano and activated it. Immediately a holographic image of Carol came up, the woman greeted me with a node, "hey, what's cooking?"

I raised an eyebrow, "god, when did you grow up, the eighties?"

"Ah...yeah?"

"Right, forgot about that," I chuckled, "anyway…how is everyone?"

"Honestly? Everyone's ready for a fight," Carol clicked her teeth, "once they heard we might be hitting the Shi'ar...well, everyone was on board. We have all available ships on standby waiting for your call."

I hummed, "I don't think...I don't think that will be needed."

Carol raised an eyebrow, "meaning?"

"Meaning… I don't want the Avenger's name associated with an attack on the Shi'ar Empire. It would break the fragile truce we have with them. No… such a direct attack will make us targets, it's better to have the Asgardians handle it."

"Right, your god buddies," she rolled her eyes.

"Did you just roll your eyes at me?"

"Nope."

"Hey, he isn't a god...he's like a god."

"Sure...anyway, if you don't want us to fight them directly then...what's the plan?"

I smirked, "a diplomatic mission… Minster Dorik, you still have him secure right?"

"Yes, and?"

"Contact the Shi'ar Empire, arrange for a trade of hostages. Tell them we want to exchange Dorik and the General for Angela."

"You know they will never go for it, right?"

"I know… but it will be a distraction. I want you to lead the negotiations, if I'm right, some high up official will be in contact with you and everyone will be focused on you. While you do that, send the fleet to Dirj."

Carol's eyes widened, "what, why?"

"To make it seem like we are going to annex their borders," I replied with a smile, "it will be a stand off, a move the Shi'ar empire will believe is our true objective and your negotiations a distractions. When in actuality..."

"It's to buy time for you and the Asgardians...a distraction within a distraction," Carol replied slowly.

"And if they question our involvement with Dirk, just tell them we were on our way to offer Queen Nyxa our aid in restoring her people's culture...which I'm sure she would be more than happy to accept."

Carol bit her teeth, "this is a risky move… what if the Shi'ar don't want Dorik back?"

"Maybe...but I'm willing to bet the prideful bastards would at least put up a front to show that they value their people's, if not for Dorik's sake then to make sure their other allies don't grow weary at their dismissive attitude."

"It's a gamble."

"It's a strategy… do it," I replied, my eyes narrowed, "and no matter what, do n't engage with the enemy. We are trying to distract them, not start a war."

Carol sighed, "fine… but if this blows up in our face, I get to say I told you so," she dismissed the message and I sighed, rolling my shoulders. I walked out of the ship, just in time to see my crew come up, each of them looking ready for one hell of a fight.

We walked back to the throne room in the royal palace, and there, almost like he had never left, was Odin. He sat on his throne with his wife by his side and Thor by the steps. The army generals of Asgard laid by his side, Sif and the Warrior's Three were armoured and ready as well. Fandral winked at Felicia and Wanda, never gives up does he?

I stopped before the throne and bowed, "I suppose you were right All-father."

"In what regard?" he asked, motioning me to rise.

I stood straight, "it seems every time I arrive in your realm I bring news that changes the course of what is known."

Odin looked at me, and for a second I swore he smiled, "indeed," he got up and hit the butt of his spear against the ground, running out a metal thing that sent everyone rigid, "my daughter...who I once lost through the treachery of the Angels of Heaven… is alive!"

The uninformed masses gasped in shock, most unaware Odin even had another daughter.

"Her name is Aldrif!" Odin continued, "and after so many centuries, I have learnt of her survival...and that someone dares to harm her! A child of Asgard will not be abandoned! A child of Asgard will not be forgotten! We will march into whatever abyss the Shi'ar Empire have imprisoned her in and we will free her!"

"ARGH!" the soldiers cried out.

"For Asgard!" Thor roared, raising his hammer, "for Aldrif!"

"For Asgard! For Aldrif,`` repeated the chant.

Odin stepped down, and as he did a golden sheen came upon him. He now wore his armor and golden helm. He ordered us to follow and we did. And following right behind him was his wife, now dressed in golden armour and carrying with her a sword.

I was shocked, seeing her ready for battle. I turned to Thor, but it seemed this wasn't unusual at all as everyone treated it as the norm. So we followed behind them, making our way to the palace gates where flying chariots lined up before us.

We made our way to the Bifrost bridge, and below us I saw the city change. Gone were the carefree people, left were those in weapons and armour. The city was going to war, prepared war. Not some surprise attacks by Dark Elves, but a prepared invasion.

We arrived at the Bifrost where several hundred ships were waiting for marching orders. Hiemdall was waiting for us at the pedestal, his sword in the place. He bowed at Odin's approach, "my king."

"Spider," Odin turned to me, "show him Aldrif's location."

I nodded, I took out the Phoenix Tracker, engaging the galactic map. Her energy signature came alive, displaying her location… but something was off.

"It's moved," I observed, "last time the readings marked it as three million light years form anything else. Now however, it seems like it's moving further away from the surrounding galaxies, resting at around 3.2 million light years."

"Heimdall," Odin motioned to the tracker, "what is this place where Aldrif is being held?"

"I will see my king," he glanced at it for a moment before turning to the stars. He peered out into the distance and stared, until his eyes widened in surprise, "it is.. A space station of sorts. Built into an asteroid being guided by sails."

"Send the ships after her, prepare my private vessel," Odin turned to me and my team, "you'll be coming with us. First on the ground and in the front lines. I assume you can stomach that?"

"I am Groot!" the walking tree cheered.

Odin turned to him and smiled, "I like this one. Come, to war!" we followed onto a giant golden ship that lowered itself beside the bifrost bridge, lowering it's ramp to Odin and us.

My smiled, I was going to war with Gods backing me up. Not bad for a kid from Queens.

 **In the middle of empty space:**

They should have killed her.

SMACK!

The punch hurt, but not that much. Angela felt blood coming out from a cut on her lip. She spat it out and looked up at the faceless Shi'ar torterur, "you hit like a bitch." If she was honest having her hands bound behind her and being forced to kneel was more of a issue than the physical torture.

SMACK!

Her head was ringing. But she could already feel her angelic body healing the pain, shaking her head she looked back up at her torturer, "God man, have you ever used those dainty things before? Have you never held the handle of a blade before?"

SMACK!

"Enough," came a cool voice. Angela looked up, and the man hididng in the shadows came out again. He was smiling, like he did when she was first brought in. The warden of this prison she found herself in. Lilandra introduced them and left, a sad smile, though Angela was sure it was out of regert not being able to torture her herself.

He was tall, taller than Angela. His temple had a triangular crown, robes of silver and blue, the crest of the Shi'ar Empire displayed proudly on his right breast.

He reached down, cupping Angela's face and lifting it up. He snarled, eyeing her face with his sharp hawk-like eyes, "your Ember body is healing you faster than we can break you it would seem. You are certainly displaying a far more powerful healing factor than the others… no matter. Bring in the wing clippers. Let's see what we can really do with her."

"Fuck you," Angela spat, "may you bloodline rote from the vile actiosn you take."

"You are hardly one to talk about rotten bloodline, Ember," the man spat, pulling away and motioning the men to go and do as he ordered.

Angela looked up, her eyes narrowed, "the Angels of Heaven have the purest blood of all creation. Nothing can compare, bird brain."

The warden crickled his hook like nose, "you are no angel."

"I am," Angela snapped, "I am Angela of Heaven, I am the execution of justice! The thrall of liberty and-"

"Shut up," he swung his hand, striking her across her face.

Her hair fell down her eyes, covering her frame, "you will die for that."

"I am sure," he smirked, "a wingless angel. Amusing. You truly believe that don't you? That you are an avenging angel of sorts… no, you are no angel. Angels have wings, you are an Ember. Your mother is a murderer, your father is some bastard she seduced and your birth is a tragedy upon this universe. You...are nothing more than a mistake."

"You know nothing about my mother!" Angela roared, getting to her feet, pulling on the chains bound her until they were strained, "you know nothing of her! She was an Angel of heaven! A woman of divinity!"

"No, she was the Phoenix," the warden growled, "an agent of chaos, destroyer of worlds."

Angela's eyes went wide, she couldn't believe her ears. The doors to her dark chamber swung open and the men came in with a silver halow with a glowing green aura inside. It's sides were thick and heavy with wires and blinking lights.

It stood upright, floating between the soldier's. Trailing behind it was a collection of wires and tubes, leading out of the room, they brought it over Angela's head and rotated it, laying it horizontally like a crown before moving back.

"Begin the operation," the warden said, nodding to one of his men. The soldier held out a remote and clicked a button.

For a second, nothing happened, nothing...until a sharp screech rang out. Angela grunted, the noise was… strong. She shook her head, trying to stop it, but just kept coming. And then, the green aura suddenly came down over her, and something clicked.

"ARGH!" Angela screamed, throwing her head back and yelling her lungs out. She could feel her head being cracked in two. The moment the green energy touched her body, it felt like acid was poured on her skin.

She thrashed, the chains straining to hold her still. She cried in pain, tears coming up. And then as soon as it came, it vanished.

Angela gasped, dropping her knees, panting. "Her embers aren't reacting," someone said, Angela didn't know who.

"Strange...she is resisting. What do the scans say?" the warden's cold voice asked.

"The embers are there, but...they are being blocked, something within her is fighting the energy absorber, and it isn't the embers of the Phoenix Force."

"Then what?!"

"I-I am sorry sir, but we don't know. We need a moment to study her scans, it shouldn't take too long."

"See that you don't!" the warden snapped, turning to Angela. He snapped his fingers and suddenly the chains holding her were pulled into the ground, strapping her to the cold ground. Her face was pressed to one side, her breathing strained as she felt the ground coming up to crush her.

"Make sure she doesn't get up," the warden hissed, motiong to his men to surround Angela, "and you doctor, make sure you check what exactly is happening. The Emperor is looking forward to a new pair of feathers and I do not wish to deprive him of such a request."

They walked out, Angela saw his boots leave the door witht eh silver torture device. Her eyes travled acorss the room, seven guards, seven guards with weapons aimed at the back of her head.

Pushing the pain, she looked around. In the corner, she saw them, her ribbons. Her mother's ribbons. Mother...what did he mean? Loreal was her mother, she was an angel..not this...this thing.

She heard the fear in his voice. He was afraid of her, of her mother...but that didn't make any sense. Who was she for him to fear her so much? Loriel was nothing more than the handmaiden of the Queen, a simple woman, a kind woman...a good woman.

Who was the Phoenix? Why do they think she was her child?

They weren't going to tell her, she was sure of that, but… Peter Parker of Earth. He looked like he knew. He understood the situation...she would need to find him and make him tell her the truth. But first, she would have to escape from this place.

Looking to the ribbons, Angela reached out with her mind and moved them. She focused, she needed all her attention to move them. They quietly slipped down from the rack which they were kept, slithering through the darkened floor of the room, approaching the seven guards around her.

"May I ask for a cup of water?" Angela asked.

"You may drink my piss, whore," one spat, but in doing so, didn't notice the ribbon running up her back.

"No...I think I would rather like your blood," Angela hissed. The Shi'ar guards' eyes winded, and then in one motion, without anyone of them realising, the ribbons slipped across their necks, jumping from one to the other like green snakes, making blood spray out of their necks.

When the last one dropped to the ground the ribbons began to move and came to her chains, slipping into their hinges and ripping them open, just enough for her to slip her hands free. They were already worn from her constant pulling, they just needed another push.

Angela took a knee, panting. The ribbons moved up her arms and wrapped themselves around. She felt warm, they were her only reminder of her mother after all.

Taking a second to relax, she moved, grabbing her blades of ichor and the Sword of Stars from where they were kept and rushing to the door. She stepped out, the guards placed on either side were about to scream in alarm, but a cry of shock was the best they got before Angela's liquid metal blades shot out like a whip, piercing a hole through their necks.

She walked down the corridor, it was bright white with metal walls all around her. The gravity felt off, artificial. A space station maybe? At the end of the corridor was a door. Just as she came up to it, the door swung open and on the other side was a surprise gaurd.

"What are you-ACK!" he gasped, one of Angela's ribbons sliced his neck open. He dropped down and behind him were twenty or so guards all in various states of undress. It was a small barrak, and Angela had just caught them with their literal pants down.

She charged, blades of ichor in hand. They didn't even have time to scream for help while she carved them apart. Every slice was aimed at the jugular or their limbs. By the time she got to the last one they had armed themselves, her Sword of the Stars made short work of their protection.

She stood now, bathed in the blood of those who came to torture her. She didn't regret it, not for a second. Walking out again she made her way deeper into the space station, until she finally came across a window.

She looked out, there was nothing nearby, even the stars looked far apart. But, she could see the station she was on. Her eyes winded, "oh Heaven, what have I gotten myself into now?"

 **With Peter:**

When Odin's warship came out of warp, everyone of us couldn't believe what we were seeing. I expected this, but that didn't mean I understood just how… amazing this thing was going to be.

They had built it into an asteroid, carving out a space station from the rocky surface there. It had golden rings attached all around it's middle and at both extremes one could find a propulsion system at was guiding it deeper into space.

"Boy," Odin turned to me, "you have the tracker, use it to find Aldrif and bring her back. I trust you are as elusive as your name sake?"

I nodded, "I am," I turned to my team and Thor, "Felicia, Wanda, Scott you three are with me. The rest of you stay here, help Odin's army."

Logan snorted, "another war? Well, things were getting pretty boring here anyway."

I shrugged, "yeah well, hopefully this place will have some information on Jean's... location. Move out!"

My small strike team took a car sized escape pod that shot us into the space station's orbit. As we flew past the Asgaurdian army, we saw the space station opening up several hangar bay doors on its surface, out of which fighters came blasting out, firing upon Odin's army.

With a literal golden army serving as our distraction... or small lowly boring looking pod managed to land on the side of the space station will little issue. The ship created a small airlock between the pod's opening and the side of the space shuttle, opening it up.

I reached forward and released my stingers, cutting into the side of the space station before us.

"Scott," I pointed to the carved opening. With a focused blast, he blasted through the hull. We walked out and landed onto the corridor, white all over. What is it with these guys and white walls?

"We need to access the station's security system," I told them, "we need to find Angela before-"

BOOM!

The far wall broke apart as a soldier came flying through. "Come! I will serve the role of Charon for all your souls tonight!" came a roar as through the hole that went through 8 walls we saw Angela charge at a squad of Shi'ar, who were quite frankly just doing their best to survive.

"Guess we found her," Wanda snorted.

"Angela!" I carried out, firing a web line to grab the arm of an attacking soldier and pulling him to one croner.

She turned and winded her eyes, "Spider? What are you doing here?"

"Came you rescue you," I replied as he charged through the broken walls, leaping into battle.

"I require no rescue," Angela replied, plugging her ribbons into several people before tossing them aside like trash, "as you can clearly see."

"Yeah, I figured," we quickly made short work of them men, Angela looked worse for wear, a little haggard, I could smell the pain and confusion around her, but I knew bringing it up would only annoy her.

"So," she replied, looking over my shoulder to see my companions, "are these more of your Avengers?"

I smiled, "yeah. Scott, also known as Cyclops" I motioned to said young man who nodded, "Wanda, the Scarlet Witch," she raised an eyebrow at the name, wasn't something she very much liked, "and Felicia, the Black Cat, my lover."

Felicia's mask moved away from her face as she flashed her smile, "you know, you said she was from Heaven, didn't say she was this pretty."

I rolled my eyes while Angela seemed to push back a blush. She cleared her throat, "while I appreciate the thought, how exactly are you going to get me free? We will be shot down before we even enter warp."

"Don't worry, we have a distraction already happening," I replied, "but we need to get you out of here, right now."

"No," Angela glared, "I am not leaving. Not until I have the head of the warden."

"Angela is this no time for revenge."

"Yes it is! He tortured an angel of Heaven! He will not live to see another cycle!"

"Oh for the love of- Angela! We are fighting a war to save your ass, the longer you take, the more people die!"

"I did not ask for you to come, and I will not be a victim! He dies, by my blade!" Angela growled. She was shorter than my by a few inches, but I could feel the threat.

"Peter, I doubt the Asguardians will have too much trouble with the Shi'ar Empire," Scott spoke up, "from what I saw their have the numbers and better weapons."

"Asguardians? Why are they here?" Angela asked, her fists tightening around ehr weapons and anger and fear came over her head.

I glared, "they are here to help you. I told you didn't I? You have been misinformed. They are not monsters Angela, so I suggest at the very least you give them the benefit of the doubt," it would honestly break my heart if she behaved this was to Frigga or Thor. They of all people don't deserve Angela's hate...maybe Odin, but not the others.

Angela clicked her teeth, "fine. But I meant what I said, I'm not leaving until the warden's head is removed from his body."

I sighed, "fine," I turned out the others, "anyone want to go on a revenge mission?"

"I'll help," Scott spoke up as he picked up a blaster from a fallen Shi'ar soldier, "if this station is similar at all to the warships we acquired then I can navigate to the command station."

"I'll go with them," Wanda replied, "keep both of them from biting off more than they can chew."

I nodded, "great, then Felicia and I will head to their server room, if they have something like that," I walked to a nearby panel used to pass on notice throughout the station. It had a similar design to the ones on the stolen warships I had so I was able to break the panel open and access the station's systems through my SA, "we'll meet you three after. If we don't come then leave us and go, we can find our own way out."

"A fine plan, let's go," Angela replied, turning and heading to a door.

"Wrong way," Scott called out, pointing the opposite direction, "the lifts are usually placed towards the edge of every floor." Angela narrowed her eyes, grumbled, and turned directions. Scott sighed, "wish us luck."

"We don't need luck, we have me," Wanda smiled, nodding to Felicia and me before leaving with Scott and the redhead Ember.

Once we were alone, Felicia leaned onto the wall next to me, crossing her arms, "so, you going to tell me what we are really here for?"

I turned to her with a smile, "well, since you are supposed to be my better half, what do you think?"

"Well… seeing as we are basically in a prison where they took a child of the Phoenix, I'm guessing, and so are you probably, that they might have some information about Jean stored on board. Am I right?"

I nodded, "exactly. It's a secure space station in the middle of nowhere and according to these readings, it has had only one prisoner for the last century, Angela."

"Not doing a very good job of holding her are they?"

"She's a child of Odin and the Phoenix. They never had a chance. And the distraction didn't help. Got it," I pulled up a map, I tapped onto a large room present deep inside the station just above the energy core, "it's labeled as an information source."

"Sounds wonderful," Felicia smiled, her mask covering her face, "what are we waiting for?"

 **With Angela:**

Angela looked to Scott, her eyes fixed to his visor. The boy noticed her staring and turned, "can I help you?"

Angela narrowed, "is there an issue with your eyes?"

Scott seemed surprised, "oh...ah, well I have this power that I can't hold back. These," he tapped said visor, "keeps them in check."

"I see… what sort of power?"

KRAKOOM!

A nearby wall came down as several golden robbed Asguardians came tumbling out, following after them was a large Shi'ar soldier that was built like a tank.

"GRAA!" it roared, raising the large mace like weapon it had on hand, ready to bring it down over the fallen Asgaurdians. That was until Scott pressed the button on his visor.

BOOM!

The giant flew back, landing in a heap, unconscious. Angela turned, "impressive."

Scott smirked, shurgging, "I think so."

"Much thanks Cyclops of the Avengers," one of the saved soldiers said as they got up, "we would have died if not for-princess?!"

They gasped as immediately they dropped to their knees, bowing before Angela. The angel grew tense, seeing her assumed enemy kneeling before her. She moved to her weapons before Wanda grabbed her shoulder, tightening her grip.

"They are allies, not the enemy," the woman reminded her.

Angela looked at their kneeling forms, "why did they call me princess?"

Wanda looked surprised, "didn't Peter tell you?"

"Tell me what?"

"Your father...he's Odin. The All-father, king of Asgard."

"He is whom?!"

 **With Peter:**

I sneezed. "Bless you Tiger," Felicia said as she threw the last unconscious soldier onto the pile of people we had taken down.

"Thanks," I sniffed, could I be coming down with something? Could I even get sick? Space flu maybe? Either that or someone is talking about me. I put the thought out of my mind and turned out the door to our objective.

It took seconds for Sexy to open the door for us. Those plain silver doors opened up and we found darkness on the other side awaiting us. We stepped inside, I tapped my SA that was connected to the room's system and with a click the room was illuminated.

It wasn't a server room, no, it was something much more. It was a library. The shelves were just seven feet, the room itself was big enough to hold a small apartment. Seems like a waste of space...or these books were worth the space.

"You should have brought Wanda," Felicia grumbled as we walked past the rows of books, "but then again she might use this as a chance to get into your pants so..."

"I thought you were open to sharing?" I smiled, pulling out a book and looking it over. It was a written record going back a thousand years. Research conducted by a Shi'ar scientist and testimony from a survivor of a planet the Phoenix had destroyed.

"I am open to sharing, provided you share with me too," Felicia huffed, walking past, looking for something to catch her eye, "by the way, Angela?"

"No, I'm pretty sure she strictly plays for the other team," I smiled, turning the pages, "meaning you might have a shot, but remember I don't like sharing unless I get to share too."

"Oh I remember," Felica called back, disappearing into the library.

The written record was… one sided to say the least. The books pictured the destroyed planet as virtuoes and a key part of the Shi'ar economy. But if one looked between the words, one would realise the reason it was so important to the economy, was because of their primary proffession: slavery.

The Phoenix didn't destroy a place like a buddihst temple, no it burnt down a slave pit. It burnt evil, and from the records, the destroyed world eventually was mined and had its resources used to benefit the nearby system.

Rebirth. Not destruction. I'll admit, dealing with the Shi'ar Empire even made me waver in my trust of the Phoenix, but I never lost hope. Doubted, yes, but never gave up. Jean would never do something like this...I know her too well.

The rest of the book talked abour some kind of gem that was found on the destroyed planet, seems it was considered important because it was literally the only thing left whole after the Phoenix's attack. Large, pink. Kind of ugly.

"Peter! Come here now!" Felicia cried out in a mix of fear and horror.

I dropped the book and ran, already summoning magical shields at the ready to defend against anything I may encounter. I found Felicia stunned to one spot, starting at a glass case. And inside… it was something that could be described as a grotesque monstrosity.

Red hair, all in the same shade but they were in different styles, long, short, curly, straight. Some were odd, rolled up like drill bits, tightly wound like the arms of an octopus, some even were feather like. But they were all hair...and they were attached to scalps.

They had collected trophies, this much I could understand. Trophies from the Embers they had caught before. They had killed them, scalped them, and they hung them up in a glass casing, suspended. Stitched together in the form of a mural, depicting a bird with its wings spread open.

I felt...I didn't know what I should feel.

What could the Phoenix have possibly done? What did it do to have earned their hate, making them hunt down and scalp it's children?

The mural was so large it reached the ceiling. How many scalps of hair would that have taken? How many hundreds...thousands...I-I.

"Peter, Jean..." Felicia turned to me, fear in her eyes. My hand was shaking, they couldn't stop.

"These bastards," I hissed, "they-they...what have they done?"

"They hunted them down," we knew this, but saying it made the nightmare all the more real, "they must have been doing this for centuries."

"The books," I looked around at the shelves, "we need them. All of them. I need to understand why...why did they do this?"

"And this?" Felicia pointed to the scalp.

I growled, I raised my hand sent a force of psionic energy into the structure. It shattered apart, the mural of scalps came down. I summoned lightning between my fingers and sent a bolt, the dry hair caught fire, they began to burn bright as embers flew into the air.

"Grab as many books as you can and put them away," I told Felicia, we shared the same hardened look, "I'll see if they have any more...trophies..."

"If you do, I get to burn the next one," she hissed, running to the shelves, opening up her personal bag of storage and quickly shoving every book she could grab.

I quickly began running through the room, looking around for anything else that they kept as a trophy.

God, I...I can't imagine Jean in a place like this. I...no, stop thinking that. I can't focus on what would be, focus on the now.

I looked around and to my surprise found another display case on the far back with several pictures in it. It was off older iterations of the Phoenix, the display tag said as much. I looked through them all and noted that they were all red haired and quite beautiful.

Most of the pictures were able to capture their faces, and the ones that didn't, well they had pictures. But as I was going through them all, one picture stood out to me. An old one, probably the oldest of them all. It was a picture of a woman who looked very much like Angela.

I smashed the case open and took the picture, she would want this...I think.

BOOM!

The entire station shook. My eyes winded, the war must be tipping to someone's favour.

"Peter! We need to go!" Felicia said as she came back.

I nodded, "right," hopefully the books she managed to grab will be useful. We moved to leave the room, only for a tornado of heavy footsteps to meet us at the door.

"By Orders of Emperor D'Ken! We ordered your immediate surrender!" the squad captain cried out.

Lines of Shi'ar soldiers faced us, armed and aiming at our head. I turned to Felicia, she smiled. This wouldn't take long at all.

 **With Wanda:**

It felt like the soldier's numbers were finally thinning. Wanda for one was glad. There was only so many wall panels she could rip out and throw at them. The red head however seemed to only grow stronger and stronger every second in battle, even Scott seemed to go numb from the many shots he fired off.

But now they finally reached their destination. The last of the guards outside the command center fell to Scott's optic blast, knocked back into the door which was then ripped apart.

Angela stepped through, ribbons flying around lined with red, blade shining gold as they morphed from a mace to two curved blades, "Warden! I will have words with you!"

There were three layers of the command room, the first had several soldiers with guns. The second had several soldiers with guns and the third has several soldiers with guns. Each layer had holograms and terminals placed around them with steps lead to the top where the warden himself stood. Overhead was a window, displaying the battle happening outside.

The entire command center turned and fired. Wand came forward, ripping a wall panel and shielding them against the onslaught. She turned to Angela and growled, "next time, maybe attack first and yell later, yeah?"

Angela grumbled, waiting for the firing to stop. The hits kept coming, forcing Wanda to add more layers to the slowly burning away panel.

"When I say so, grab both of us and hold onto the ground, got that?" Scott told Wanda, Wanda nodded. They waited, Scott took a deep breath and in one quick motion, jumped out of cover, removed his visor and fired at the glass window in the command room.

KRAKOOM!

It shattered. Immediately the entire room began getting sucked out into the vacuum of space through the hole Scott made. The soldier screamed in terror as they flew out, having nothing to hold onto.

Wanda moved quickly, grabbing Angela and Scott with her telepathic powers and pinning all three of them to the ground. They slowly began moving apart, but luckily Angela's ribbons came in handy as they gently grabbed around Scott and Wanda's hips, binding them together.

Moments later metal sheets came down over the window, saving the rest from being sucked out into space. The moment air pressure returned to normal, Angela removed her ribbons and leaped, jumping over the three levels of the command center, right to the top, where the Warden was on his knees, his arms wrapped tightly around his bolted down seat.

"You dirty-" he began, Angela's blades came out and through his arms.

"Shut your mouth," she hissed.

"ARGH!" he began to cry, dropping to his knees in pain as blood oozed out of his body. "You maimed me! You fuckign maimed me!"

Wanda and Scott reached Angela, and looked in shock at the bloody stumped. "Damn," Wanda whispered in equal parts shock and admiration, "now that's revenge."

"The device you used, what was it? Where is it?!" Angela hissed.

"W-why do you want to know?" he asked, his face growing paler by the second.

"So that I can burn it," Angela hissed.

"It's too late," the warden admitted, "you may have done something to prevent our troops to aid us in the attack but the moment you arrived the Halo was sent off the station. It is gone, forever out of your reach."

"Bastard!" Angela cried, swinging her hand and striking him across the face.

"End this quickly," Wanda said looking at the monitor, "the Shi'ar Empire can be here any moment, Carol's distraction won't last long."

"I will take my time with him as I see fit," Angela hissed, picking the warden by his collar, the Sword of Stars drawn and placed under his throat, "his pain is the only thing that will satisfy me."

" _Warning! Warning! Structural integrity of Station Deathbird has been compromised. Warning! Warning, hull breach detected._ " went a robotic voice.

Wanda and Scott turned to each other, they both knew that something was coming.

Boom!

"That sounded close," Scott noted as he and Wanda turned to the origin of the noise.

"What is it?" Angela asked.

Wanda typed at the terminal and pulled up a security feed, displaying the intrusion. A hole in the side of the station the size of a man. Shifting through the footage they found what we're looking for. A yellow blur of energy flashed by.

"Scott," Wanda turned to her fellow mutant, they both recognized that energy signature.

"What is it?" Angela asked again.

Scott put the gun aside and reached up for his visor, finger at the ready, "my brother."

BOOM!

The walls to the command room exploded and a figure in red and blue soared inside. His eyes glowed yellow, his arms surrounded by glowing golden energy. He snarled, looking down at Angela and the rest, recognizing them all.

"Avengers," he hissed, "I knew you were apart of this!"

"Nice to see you again goldilocks," Wanda smirked.

"Unhand the warden Ember," Vulcan hissed, his eyes narrowing at Angela, "and your death will be swift. I won't even use the hallo."

"How about," Angela had her ribbons curl around the warden's neck and tighten, "you watch him die instead?"

"ARGH!" Vulcan cried out, sending out a blast of energy so powerful the very air around him exploded back. It came right at them, Wanda was about to pull them away from the path, when Scott suddenly blasted back.

Red met yellow, a mix of two energy signatures but so similar yet different. Wanda and Angela were blasted back, even the Warden was thrown to the side. Scott stood his ground, not moving an inch, and in the end, it was Vulcan who was blasted away from the impact.

He smashed into a wall, growing in pain. He pulled himself out, his eyes narrowed at Scott, "how?"

"A friend told me it's a form of interdimensional energy I can channel subconsciously," Scott replied as he stepped forward. Vulcan came down to meet him, his curiosity at this human trumping his duty with the warden.

"Energy from another dimension? Interesting, I myself use the energy around me, but your method means you can create energy," Vulcan replied, understanding the idea quickly, "but...it doesn't matter."

Vulcan raised his hand and sent a blast of energy at Scott, engulfing the mutant. "Scott!" Wanda cried out in horror, the thought of burying a friend, it was too much.

But when the light died down, Scott and his UMF suit stood unphased, He had raised his hand to protect his visor, and other than a little bit of burn marks, he was unhurt.

Vulcan's eyes winded, "how?"

Instead of replying, Scott reached up and sent an optic blast at Vulcan. In the man's surprise, he forgot to dodge, it hit him square in the chest, but, just like Scott, he was left unharmed.

"W-what is going on?" Vulcan asked, "that...that didn't hurt."

"I thought so," Scott replied, "my body is immune to my own energy, it's why my eyes don't rip apart my eyelids...it would seem it is also immune to your energy as well...Gabrielle."

"Who?" Vulcan asked, confusion clear on his face.

"Gabrille," Scott replied, stepping forward, "that's your name...your real name. You are Gabrille Summers, son of Christopher Summers, you know him as Corsair, and Katherine Summers, the human woman out of whose womb D'Ken ripped you out off."

"W-what?" Gabrille asked, horror dawning on his face, "lair...you're lying!"

"I am not," Scott replied calmly, "your real name is Gabirlle Summers...you are…. You are my brother. D'Ken, he isn't your father, he's your kidnapper. He murdered our mother, enslaved our father...killed our older brother Alex...he destroyed my life, our family Gab...you...you are my brother."

Krakoom!

The sound of thunder in space meant only one thing. Wanda and Angela looked to door and sure enough a small army of golden armoured Asguardians came charging in, spears drawn, and at their head was Odin and Thor, both looking more energetic than before.

"Vulcan, crown Prince of the Shi'ar Empire, do not attack, surrender and you will be treated like a prince of your stature should be," Odin announced, though the moment he did, his one eye went straight to Angela, his attention taken all on her.

Just then the far wall was broken apart as Peter and Felicia came charging in with the remaining soldiers of the Shi'ar Empire behind them. The moment they entered the common room though the Asguardians got ready to engage. The Shi'ar soldiers took one look at them before ordering a retreat.

"After them! Now!" Odin ordered half his men, "I want this station captured and torn apart!"

Peter and Felicia approached Wanda, his site trialing towards Scott and Vul-Gabrille, he sighed, "so...is this like an Empire Strike's back moment or what?"

 **On Asgard:**

The Warden was in chains. His stumps were healed and then he was tossed into the dungeons, taken to Asgard and now placed front and center in Odin's throne room.

Vulcan was not bound but he was no less a prisoner, made to stand with dignity while the warden kneeled.

I stood besides Thor, on his father's side. My team next to me and at the very end, furthest away from Odin and his throne, was Angela. She was silent the whole way back. Wanda had told her about Odin, I half expected her to fight the man to deny it, but...she was quite, which honestly felt way off given the little I know about the woman.

Either way, we were all silent, we were waiting. Waiting for an ambassador from the Shi'ar Empire, and I have a feeling I knew who it was going to be.

The doors to the hall opened and sure enough, Lilandra herself walked through. Unarmed with no bodyguards. She was showing a lot of good will by coming here alone, she had my respect for that alone.

"All-father," Lilandra began, bowing as one would a king, "may I ask the meaning of this invasion? This declaration of war you have struck against the Shiar is highly unlike your policy. Asgard has not been a part of the wider universe's issue for centuries, let alone conduct an unprovoked attack on a Shi'ar Empire base."

"Unprovoked?" Odin began, his voice slowly rising from a tremor to a booming roar, "unprovoked?! Would you call kidnapping and torturing a child of Asgard unprovoked?!"

Lilandra's eyes went wide she looked like an owl. Maybe she was part owl, who knew?

"A child of Asgard?" Lilandra asked, fear in her voice, "w-who?"

"Aldrif," Odin said, smashing his spear against the ground, sending a wave of enerrgy out that pushed every back by an inch, the sheer raw energy alone was enough to frighten us all, allies and enemies, "my daughter."

"D-do you mean," Lilandra turned her eyes towards Angela, "b-but there must be a mistake! She is an Ember! A child of the Phoenix!"

"She is," Odin replied, "a child of the Phoenix, and me. Birthed by the bloody raptor...but raised by my wife," Odin reached to Frigga's hand and held it, I could feel just how much he needed her by his side, how he was barley holding onto his control, "and you tortured her. You planned to kill her, and then..." his eyes turned to me, "you planned to scalp her and add her mane to your collection. Did you not."

It wasn't a question. I was beginning to wonder if telling him what I found was such a good idea. I can't image what he was feeling right now.

"My king, I beg of you, we did not know. If we did, we wouldn't have touched her. Mercy, please, " Lilandra feel to her knees, begging. Asgard was considered a legend even to this day for a reason.

"Consider the fact that I did not declare out right war mercy," Odin replied, motioning his hand to Vulcan, "take the boy and leave. And if that child D'Ken wishes to fight then...tell him to bring every single damn soldier he has. It would take a hundred men to defeat on soldier and a million to touch my son. Leave and never return, or I promise you only ash and blood when you do."

"A-and the warden?" Lilanda asked.

"Death," Odin replied, "no one hurts my daughter."

For a second, I smelt love from Angela. Love that was mixed with fear, resentment and hate, but love nonetheless.

"My lord, please, Warden Ko-"

"Say another word and your head will join his," came Odin's reply. He motioned the guards who surrounded Lilandra and Vulcan, the latter who had eyes only for Scott, "take them away."

The two members of the Shi'ar court was taken away, the throne room doors closing shut behind them. Scott sighed. I reached up and squeezed his shoulder, "next time, he'll either come back looking for answers...or come back refusing to accept what he heard."

"Yeah," Scott replied, "but...did I do the right thing?"

"Family first Scott, always," I replied, "he deserves the right to know he isn't alone...and who his real enemy is."

"Bring forth the warden!" Odin roared. The man was dragged forward, made to stand before the court, "you have tortured and sought the death of the princess of Asgard. What say you in your defense?"

"The Ember...will burn you all," the Warden hissed, "you think she is your daughter? No, she is death given form! Kill her now Odin! Or see your people killed!"

"Silence!" Odin slammed his spear into the ground, "I let you speak to allow you to muster a defence, not to slander my daughter! Guards! Bring me my axe!"

"It matter not!" the warden cried out, "none of it does! My death is nothing compared to the millions the Phoenix is responsible for!"

"Millions of monsters," I hissed. The court turned to me, I looked at him with cold eyes, "the Phoenix doesn't burn those who protect life, no, it only harms those who violate it, mutilate it. So if the Phoenix burns you...well, then you did something to deserve it."

"What about the children?! The millions of children which were just accidentally killed?! As a casualty of it's rage?!"

I squeezed my fist, "what about the children you enslaved?"

"What about them?! They had no future anyway?! The Phoenix has killed so many! What right does it have to have a child?!" he turned to Angela, "what right does it have to bear children when it has destroyed whole planets?!"

"Death is a far better option than the life of slavery your empeir offers," I hiss.

The axe was brought forth, Odin placed his spear in his wife's arms gently, taking the rough wooden handle of the uru axe.

"Killing me will not make a difference," the warden cried out, "another will take my place! Another will kill the bitch!" he glared at Angela, "and then kill the other one as well!"

"What other one?" Thor asked, his grip on his hammer tightening.

"The Phoenix," the warden replied with a sadistic smile, "it's growing weaker. We may not be able to track it but we can analyse the energy it gives off. It's growing weaker, the host is growing weaker. We only know of one reason for the Phoenix to grow weaker naturally. Only one. The host is pregnant, a new Ember will be born and we will kill that one too."

Odin aimed his axe and got ready to swing. I didn't know I was moving until I was already grabbing his axe by the blade and holding it back. The axe dug into my hand, nearly cleaving it apart, but I didn't care.

"What did you say?" I asked, looking down at him with eyes filled with madness.

"The Phoenix is pregnant, it's host this time is pregnant," the warden replied, "and when she lays that egg, we will finally be able to kill it once and for all. We will hang her corpse in our halls! Her bones shall fill our king's goblet and her skin will be the finest coat! The Phoenix will die and so will the abomination inside of-"

I turned, grabbing the handle from Odin and swinging it across. It cleaved through him with no resistance at all.

The warden's bloody head came rolling down the golden tiles. My hand still, not shaking in the slightest from the sight of the decapitated body. I swung the axe down, plunging it into the ground.

Smack!

The meaty sound of his body hitting the floor rang out. I felt numb, the silence was deafening. I couldn't feel anything beyond the feeling of utter shock running through me, ice cold veins, a hole in my stomach that was wrecking.

"J-Jean is...pregnant?" Felicia asked.

His heartbeat was steady, he wasn't lying.

"Wait, but that means," Wanda turned to me.

Hope...Hope Parker.

"I'm sorry, but what's going on?" Quill spoke up, clearly confused, "isn't Jean that friend who went missing? Why is she pregnant?"

How long was it since we started the journey? Six months with the dwarves and the two months in space establishing the Avengers. Eight months...eight months…

"Peter, are you okay?" Thor asked, walking up to me, trying and failing to shake me out of my stupor.

"Of course he isn't boy," Odin hissed, "he was just told his lover is pregnant with his spawn and learnt of it from the Empire that plans to kill them both!"

I need to stop them, I need to become stronger. I need to become stronger now. The powers I have, Thor's powers, I need to learn how to use them.

I turned around to Odin, the king looking surprised as I met his eye. I dropped down to one knee, "King Odin, I know this is unruly and improper, but I haven't a second to lose. I was the one who informed you for your daughter's existence and it was my team who helped rescue her. I was also the one who saved her life in Dirj. IIn light of these accomplishments I ask from you a boon."

"Oh? And what will you be asking me?" Odin asked, clearly amused.

I looked up at him, "a weapon. One strong enough that I can protect...protect my child. I do not have access to the uru or the forge to make on...nor the skills."

"You wish for me to ask the dwarves to make a weapon for you?" Odin asked.

"I do."

"And why should I give a foreigner access to a weapon that he could very easily one day use against my own people?"

I turned to Thor, and reached out. The god understood my meaning, he looked nervous, unsure, but he slowly brought Mjoner over my outstretched hand and dropped it.

I wrapped my hand around the handle and held onto it as it pulled me down.

TANG!

It hit the ground. Hard. "Peter," Thor moved to help, but Odin held him back with one arm, watching me carefully.

I pulled, and the hammer pulled back, growing heavier and heavier as I did.

I didn't have time for this. I had a duty, a mission. I had to save Jean I...I had to save the child, our child. I have to fight, I needed to grow stronger than I was, I need to find her and protect her. Whatever it takes.

I felt it budge. Shaking just an inch that drew everyone's attention to it, Odin's shock and Thor's dismay.

Hope Parker would be born into this world and I would hold her in my arms.

I could feel the weight reducing.

Whatever it takes, I would be there.

It grew lighter still.

Whatever it takes, I will fight off every single Shi'ar soldier if I had too.

I raised it, curling my arm.

Whatever it takes.

I raised it into the air.

KRAKOOM!

Lightning roared in the background as Mjolner glowed. I felt a damn breaking inside my own body. The limits I put on Thor's powers came rushing out of my body and into the hammer. It glowed and with it my own body began to hum with power.

"Peter Parker of Earth," Odin spoke, a smile coming on his usually stoic face, "you are worthy."

* * *

 **Ideas for a weapon? Anyone? Another hammer? Maybe...anyway, there you go. That's why this was called 'Embers' to show what legacy Hope would come into, and more importantly to tell Peter that.**

 **How many of you guessed this would be the end of the Jean arc? One? Two? I laid some bread crumbs, remember when they found out the Phoenix was growing weaker? Anyway, yeah, that's why Angela is so important to show a child of the Phoenix is possible.**

 **By the way, saw Endgame...damn...I never realise how much...damn... realise as a story teller I have a long way to go.**


	85. Embers of the Phoenix Part 4

**Earth:**

 **Gwen Stacy: Spider-woman:**

Swinging across New York was something Gwen grew to love. At first, she was afraid, so afraid. She couldn't even think of stepping off the ledge of a building, but now, well, she didn't want to brag, but she doubted even Peter could move like she could.

Okay, maybe comparing herself to the original Spider might be a bit much, but Gwen honestly feels like she earned it. It's been nearly a year since she began spinning her web and well, she's seen a lot go down.

Harry was there to help her as Glider of course. And while they didn't really get along at first, given his massive inferiority complex, they did eventually get along. Get really along.

He wasn't that bad of a boyfriend, but he wasn't that great of one either. It was the job, swinging around town and fighting crime didn't give either of them the time to have a normal relationship. For them date night would be taking down a drug deal in some alley somewhere and celebrate with pizza afterwards.

Gwen landed on a gargoyle down on Hell's Kitchen and sighed. She was early, the Devil told her to come at nine, she had ten minutes. Ten minutes to rest. She leaned back on the ugly gargoyle statue and pulled off her mask.

Her costume had remained the same design, but the material was vastly different. Unstable molecule fiber, a gift from Peter. Best gift she ever got. Never stained too badly or got ripped up. It could also change into any design she wanted.

She did abuse it several times, often scanning the latest expensive fashion trend, basically pirating the design. But hey, she was risking her life everyday, it was the least the world owed her.

But still, life was...odd for Gwen Stacy. And it feels like it all started that day eight two months ago Peter Parker said goodbye to Earth. Almost a week later to the exact hour, she and her dad were watching TV, watching HYDRA get a pardon.

To say Twitter blew up would be an understatement. Thousands if not hundreds of thousands of people were rushing to push back against the referendum. Thousands of change dot org petitions were put up, almost all achieving hundreds of thousands of signatures.

Of course nothing came off it. Gwen had never seen anything like it, the outrage people felt, it was uncanny. Her father once said that it was because people knew injustice when they saw it, Harry however disagreed, he said it was because of Peter's action, and frankly Gwen was inclined to believe the latter.

But things died down, as they always do. The world kept spinning and slowly details came out to clarify exactly what it meant that HYDRA was being pardoned off.

The deal was based on the old World War II era project Paperclip, where scientsts who worked for the Nazi party were pardoned and brought to America. They were pardoned, hidden and given funding to make America weapons.

This was the same deal. Only this time they couldn't afford to do it in secret. The people were outraged, demanding the deal be removed, but then, the world began fighting with themselves.

One side held the position that they were terrorists, they needed to be put behind bars. The other side claimed the people had done no act of terror, and until they were outed, they had been working for SHIELD, actively preventing terrorists. HYDRA was more a religious ideology than terrorist organization these days anyway.

It was a case of perceived crime versus actual crime. Just because they belonged to a terrorist organization doesn't mean they killed anyone. It was a flimsy argument, an obscene one, but one that was defended upon by so many people it became a popular narrative.

Talking politics was a taboo in most people's lives. If you talked politics, well, you best be ready for a fight. A lot of people considered attacks on HYDRA an attack to the right of having and practising a different ideology. It became a matter of belief, which is why no one talked about it.

Peter had the best of intentions at heart, Gwen knew that. But when he did what he did, he didn't root out the parasite root and stem, no, sadly he only chopped down the stem, believing and trusting the world to do the rest. Gwen still feels in that regard, she and the world failed him.

"You're early," came a gruff voice.

Gwen smiled, turning around to see the Devil looking out at the city, standing on the church's cross, hanging off it, ready to move in a moment's notice. "You complaining?" Gwen asked, standing up.

"No...there's been a shootout downtown."

Gwen's eyes winded, "who?"

"...The Irish."

"Who did they shoot up?"

The Devil shook his head, "they didn't shoot anyone, they were the victims."

Gwen's eyes winded, "is it...a gang war?"

The Devil looked down, his crimson mask hiding his face, but his frown was obvious enough, "no...something worse. Come on, it's going to be a long night."

Gwen said nothing, simply nodding at the man who became her mentor. He trained her for this, he may not be a world famous fighter, but he was a damn good one. And she was his best student.

She slipped on her mask and took a deep breath. He leaped off the cross, she jumping behind him, grabbing his waist and firing off a web line, swinging them across the road, making their way downtown. Whatever this new enemy was, they were in for a smackdown.

 **Norman Osborn: CEO of Oscorp:**

Norman Osborn smiled, sipping the very expensive glass of whiskey in his hands. He looked out into the New York skyline from the very top of his massive tower and replied to the man in his office, "I'm considering your offer, Mr. Secretary."

Alexander Pierce sat across Norman Osborn's table, his own glass of whiskey untouched, "and what can I do to make you accept it?"

Osborn smiled, turning to the man, "nothing. I will take my time to consider all options before judging for myself if I should throw my hat into the next presidential election. After all, running as a third party member...well, it would almost be idiotic to consider victory possible...if it was anyone expect me that is."

"I understand your hesitation Mr. Osborn, but understand that you would have my people's support unwavering support all through the way," Pierce replied, "you are, after all, the most qualified candidate for the times we find ourselves living in."

"And by we you mean HYDRA, yes?" Osborn smirked. Pierce goes rigid for a moment and that is all the confirmation Osborn needed, "don't worry, your secret is safe with me. Though I don't know why you even bother, after all form what I'm hearing people are split whether to treat you as a terrorist group or an ideology. A brilliant smoke screen by the way, my respect for how well you were able to pull it off."

"A smokescreen that will not last," Pierce admitted, "but we are making changes. Changes that will hopefully make things easier for people to accept us."

"A yes, the Security World Observation and Response Department, SWORD," Osborn smiled, "I like it, though I warn you Fury might be suing for stealing his theme."

Pierce's finger twitched, that was the only outward sign of shock the man gave. Osborn knew something he shouldn't have, couldn't have. There was no way in hell he could have obtained this information...unless he had connection far deeper than Pierce ever gave him credit for.

"You are well informed Mr. Osborn," Pierce nodded, not even bothering to hide, "yes, that is indeed one of the proposals I wished for you to sign when you get into office. With SHIELD having such low numbers with people, I believe now is the perfect time to install a new system of checking, one which will go to lengths SHIELD will not. One that-"

"-One made out of former HYDRA agents," Osborn replied.

"Yes...HYDRA agents who will be placed under strict restrictions, forced to compile under strenuous psychological profiles and monitored by the world government. SWORD will answer to the UN, unlike SHIELD who answered only to-"

"-You?" Osborn cut him off, a glare leveled against the man. He placed his drink on the table and sat down. He leaned forward, placing his elbows on the table, "tell me Mr. Secretary, what exactly is your angle here? What's the play?"

"I don't have an angel Mr. Osborn. I'm just...I'm just trying to save the world," Pierce said, a smile on his face, "like your own son has been doing for the last many months."

Osborn didn't have any tell, at least one Pierce didn't pick up. He wouldn't be inviting him to a poker game anytime soon. For a long time, Osborn was silent, and then he leaned back in his chair and sighed.

"Blackmail isn't a tool you should take lightly Mr. Secretary," Osborn spoke slowly, "you never know what the one you are threatening might have on you."

"Really?" the challenge was thrown.

"Tell me, how is Zola these days? I heard Stark had placed a nasty virus into his mainframe?"

"Well, I assume if you heard that you also heard the attack was unsuccessful?" Pierce replied, "Stark is many things, but perfect isn't one of them."

"I'm aware," Osborn replied. Silence once again.

"You think I disapprove of your son's actions?" Pierce asked, Osborn framed his face with two fingers, the man continued, "I don't. Harry Osborn risks his life everyday to make the world a better place, and we need more people like him."

"And you want him to what? Become the poster child of SWORD? Like Peter Parker was for SHIELD?"

"No, nothing like the Spider," Pierce spat, unable to hold back the contempt he held for the young fool who outed his carefully laid out plans, "Peter Parker was a reckless fool, independent without any checks to keep him in his place. And without that governing hand he created what can be considered the single greatest political debacle in human history...he's an example of his time Mr. Osborn, an example of what kind of people are in Fury's Avengers."

"Fury's Avengers?" Osborn asked, an eyebrow raised.

Pierce nodded, "yes, Fury's Avengers. SWORD's own team will be different. You yourself shown us how well a company owned superhero can function. Properly trained, well equipped, a response team faster than any service in town and specialised in taking down threats our normal police force are unable to even begin to contain. Yes, it may have started out as a way to get some publicity, but you've shown that the best heroes are the kinds on very short leashes. And if you agree...then, well, your son will be the first on our roster."

Osborn took his glass, sipping the drink. He placed it down and stood up, Pierce mirroring him. "If I do this, the only string attached is your damn bill, agreed?"

"I can put that down in writing if you want," Pierce smirked.

"No need," Osborn opened his drawer and pulled out a think legal binder, "I had my lawyers put something together. I've already signed, it just needs your signature."

Pierce was impressed, he pulled it towards him and looked at the papers, "the Harrison Accord?"

"The most important thing to me is my son Mr. Secretary," Osborn replied, turning to the New York skyline, "I'll admit, before he was… a waste of air. Useless, unmotivated, immature and a disappointment. But now he goes every night out into the city streets for the sake of others. As a man I cannot be more proud of him and know that if your little club ever does anything to jeopardize him I will hunt you down and destroy you all. I assume by now you realise these are not just words. Yes?"

The man nodded, "yes, I do," he pulled the documents and held them up, "I'll have an answer for you by the morning."

"Good, please see yourself out," Osborn dismissed the man without looking back. The Secretary didn't mind, Osborn was too greedy for his own good, the man wanted a legacy as great as Lincoln's to leave behind, he wouldn't ever risk a chance at becoming president.

As the door closed and Osborn found himself once again alone, he turned to his watch and tapped the dial. "Did you get that Stark?"

"Oh yeah, we got it. You coming over?"

"Having the chopper filled up as we speak," Normal replied.

"No need, I'm sending a suit over, hop in," and sure enough, there was a knock on his windows. Outside was a red and gold suit, waving at Osborn. The man motioned to his office balcony doors and the suit flew and landed.

Osborn walked out and immediately the suit opened up. Norman wouldn't lie, it was an exciting feeling. He stepped into the suit and it just wrapped himself around him.

He had never felt so...powerful. The thrust from the fosters, the humming of the energy around the suit. The optics around him allowed him to see, everything, so much data being fed to his eyes.

And just as it began, it ended when it landed at the Avenger's tower's balcony, opening up and depoting him out.

"Safe journey?" Tony asked, walking out to greet the man.

Osborn's eyes followed the suit as it entered a hatch hidden behind the giant 'A' logo on the tower, "I want one."

Tony chuckled, "sure, our most basic model comes at around a billion dollars or so."

"Deal," Osborn turned to Tony, not a hint of humor in his tone.

Tony smirked, "maybe later. Come on, they are waiting inside." Osborn sighed, but nodded, he would get that suit, he always got what he wanted.

But for now, there was another mountain to conquer. They walked into Avengers tower, the most secure building in all of New York, and into Stark's private lab, where the kabal that Osborn recently found himself joining waited for him.

There was no table, no chairs. They all stood where they were, or in the case of the bald mutant professor, sat. Six of the world's greatest known minds were gathered in this room, Norman Osborn, Nick Fury, Tony Stark, Steve Rogers, Charles Xavier and a recently recovered Reed Richards.

"So, that was terrible," Richards said, leaning against the far wall, a strange solve cube in his hand.

"But expected," Fury replied, turning to Osborn, "you sure he doesn't suspect you?"

"He may suspect I have something planned against him, which I would, but I doubt he knows I'm planning this," Osborn replied.

"I doubt anyone ever assume us together," Reed said, eyeing the others.

"Which is exactly the point," Fury replied, "each of us represent a part of humanity's whole, a group dedicated to man's best interest. And right now, with this war of words and ideas, our best actions must be taken in the dark, where the world can stand in judgment."

"You're talking about policing the world," Rogers replied. Osborn admired the man, sure enough, but...he was a boy scout through and through.

"I'm talking about guiding it," Fury replied, his one eye narrowed, "I thought you agreed with our mission when you signed on Cap."

"I signed on to make sure you don't step out of line."

"Which is what he's all about," Steak replied with a role of his eyes, "honestly I understand me and even Professor wheels over there, but what exactly is Rodger's piece in all of this."

"To keep us in line," Professor Xavier spoke up, speaking frankly, "if we are to be the minds of this endeavour Captain Rogers is to be our soul. Our humanity, as only he can be. If we ever go to far...he'll stop us."

"Enough already," Reed cried out, rolling his eyes, "look, let's just move ahead with our plans, shall we? I don't like this secret Illuminate stuff anymore that Cap so let's just figure out our next move and skip the small talk, yeah?"

"Our next move is simple," Osborn replied, stepping forward, "I become HYDRA's winning candidate. We form SWORD with so many restrictions in place they can't order a restock of toilet paper without our say so, effectively turning their safe haven into a barbed prison cell. And then, we wait for them to slip up, and when they do, we finish what Peter Parker started, bring them all into the light and send them to hell."

Reed Richard's burnt face twitched, he replied in a soft voice that none heard, "of course, finish what the great Peter Parker started..."

"Then without further adieu," Tony pulled up a hologram before them all, one of the SHIELD helicarriers, only with many modifications placed.

Fury smiled, "now that's what I'm talking about."

 **One of the 42 moons of the 8th planet in the Marvel solar system:**

 **Peter Parker: You know who he is:**

The moon wasn't anything special. It was the smallest satellite going around the still unnamed eighth planet of my space system. It looked plain from the outside, grey with a crater riddles surface. But the inside...that is what I was here for.

Just beneath the surface was untapped raw materials that I had our ships scout all over the Marvel system to find. Out of all the planets and satellites, this was the only one that had everything I would need in one location.

"So, what exactly are we doing here again?" Carol asked as she came down from the warship floating above the satellite, carrying over her head the crate containing my microbots.

"It's called the Tarkin Protocol," I replied, typing away at the lone terminal I had installed onto the surface. I was using space tech to form a layer of protection around my body, allowing me to breath.

"Tarkin? Like Star Wars?" Carol asked as she placed the crate before me, opening up the hatch and releasing the inactive microbots.

"Exactly like Star Wars," I took out the control crown and placed it into a circular impression into the terminal and hit the enter key to begin the command sequence. At one the microbots began to move, digging into the ground as a swarm until they were no longer seen.

"Okay, fine, but what is it exactly?" Carol asked.

"An idea I got from the Shi'ar space station," I told her as I floated into the air, motioning her to follow.

"The place from where you guys saved the redhead from?" Carol asked, floating beside me.

I nodded, "exactly..." memories of the scalps collected from the Embers were seared into my head. Hope...I would not let them even touch a strand of her hair.

"So...you want to make this moon into a space station...wait...Star Wars… you want to build Death Star?!" Carol cried out.

"No...kind off," I sighed, just then the microbots exploded out of the ground, a large pit now where they were. They quickly moved to form a large structure, the frame of which implied it was at least as 5 miles long.

"What do you mean kind off?!" Carol cried out.

"The Shi'ar have an army, we...are in the middle of forming our own. We need an equaliser, something to level out the playing field. This moon has the resources I would need to make such a weapon."

"And your idea is to make a weapon with the idea of the Death Star in mind?! Peter are you mad?! Do you understand the implications of what you are planning?! If someone else got a hold of this-"

"-I don't care!" I roared, snapping to her with lightning exploding out of my body, enough to startle her back. I growled, "they are after my daughter Carol. My child. If they find Jean they will kill her and my baby girl in her womb. I'm not going to allow that to happen. I will become Vader himself if I have to save my family, damn the consequences. And if you have something to say keep it to yourself."

Carol obviously wanted to say something, but I ignored her. I looked at the microbots doing their work in silence, nearly twenty minutes passed before they were done. And standing in a large crater now was a large factory that was brand new.

I turned to the ship and went on board, Carol right behind me. I walked to the bay area where the second part of my plan was waiting, a large arc reactor that would be able to power the factory down there.

I reached out to grab it, only for Carol to grab my hand and stop me, "Peter," she said in a voice with edge and understanding, "I understand you want to protect your kids. I do. But I also know the things you can do, I've seen your genius at work and I'm worried if you put it towards making a weapon...it might be the greatest weapon seen in the galaxy."

I turned to her, pulling my hand away, "do you know what we found in the heart of the Shi'ar space station?"

"No...I asked Felicia but she didn't say a word."

"We found a mural...or a bird...it was made of scalps. Scalps that belonged to the children of the Phoenix. Embers, like my daughter. They had tortured them, innocent women, killed them, scalped them and then stitched them together like a trophy. So yes, you're right Carol, you should fear what I'm capable off, and when I'm done, the Shi'ar Empire will know that too."

I grabbed the engine and flew back out, Carol following right behind me, "but if you do this, you'll be introducing a weapon that will kill thousands if not millions of people Peter! You can't do something like that! I thought you wanted to make a group that wouldn't act like bullies and tyrants!"

"I am!"

"Then why are you taking a page out of the Emperor's handbook?! Where is the failsafe to ensure this is never used for evil!"

"I do have a failsafe...it's called the Avengers. If I ever go too far...I know you'll stop me," I flew down into the factory. I entered through the open doors, amazed at the interior design. No wasted space, no unneeded items like water for accidents since every machine here is designed to use cold welding.

The machines were a little hard to make, since they were so complicated, but everything, and I mean everything, was built perfectly. I did have to improvise a lot to be honest, circuit boards and other types of machinery parts had to be redesigned from their more Earthly design. But I think I got it down right.

I flew to the middle of the factory, where the microbots stayed in waiting around the reactor dock. I placed the giant energy core in the middle and locked in place. It took a second, but then the factory slowly came to life.

Carol landed beside me, looking in awe as everything around us moved. The conveyor belt, the moving arms, everything seemed to work in tandem. Suddenly several holes appeared in the ground and the microbots rushed in, I motioned Carol to follow and we both flew outside to see the factory at work.

The holes were leading to pipes that were going into the surrounding area. The microbots were working overtime, eating away and channeling processed raw material into the factory via the pipes.

And then, before our eyes, the factory began to working making new microbots, the assembly line forming hundreds in a batch.

"You're making more of them?" Carol asked.

I nodded, "yeah. The amount I have is enough to build a city in a few days, I need them to terraform this whole satelite so… I'm going to need more."

"Peter...please, reconsider."

I sighed, "fine, after I'm done with this and my daughter and Jean are safe, you can destroy it. Happy?"

"Well, I mean-"

"-Carol, this is happening, whether you like it or not. If you don't want to be a part of it, I understand. I'm not forcing you to stay. Go back to Earth, I'm sure Fury would be happy to have you back," I dismissed her, going to the ship, sending an order ahead to take me to Asgard. I knew Carol would be able to get home on her own. I think I remember her saying something about her powers slowly returning back.

But right now, I had only one thought in my mind, getting my weapon.

 **Nivadiller:**

The sound of hammers hitting metal was familiar to say the least. So was Etri's glare. I was glad that I had a god and an angel by my side, I was in no mood for more judgment right now.

"So let me get this right," the dwarf snorts, "you run away from us, learning everything you wanted too. And then come running back when you need our help?"

Thor tries to stick up for me, "well Entri, it isn't really"

"-Silence Thor, I want to hear it for him," the dwarf king turns to me, his eyes narrowed. He had his court with him, the best smiths on this station. Even my old master Eoffren was there, though he found this more amusing than the others.

"Yes, I did run away without telling you, but that is only because I knew you would not be reasonable," I replied, "and yes, I've now come back to you for a weapon...one that rivals Thor's own hammer."

"Ha! I'll give you one thing boy you have balls," Entri snorted, "go back to Odin, tell him we will not service traitors." They turned to walk away, I couldn't let that happen.

I grabbed Mjoner and threw it. It flew past Entri and the other, smashing into a nearby anvil before flying back to me. They turned slowly towards me, their eyes widened in shock. I gave the hammer back to Thor, who still looked uncomfortable with me being able to wield it.

"I have a child," I told them frankly, "I haven't seen her, I haven't seen her mother. She is lost in space with the entire Shi'ar Empire coming after her. I need a weapon strong enough to let me take down their strongest warriors. Because I don't want to bury my daughter in a coffin..."

Entri looked at the others, each silent. That is until Eoffren stepped forward, "enough lads, stop pulling his leg. It's an order from Odin, we can't ignore it, no matter who it's about."

"Aye, I suppose," Entri said, scratching his beard, "fine lad, you'll have your weapon...but damn you if you ever pull a stunt like you did again."

I nodded, "I promise, this time I'll say goodbye."

Entri snorted, "whatever, follow me lad, let's see what weapon we can make for you. You too princess, your father sent us orders to construct a weapon for you as well."

"He's not-" Angela began, only to stop herself, shaking her head, "I don't need a weapon, I have several."

"That may be, but our orders are to give you a weapon. What you do with it is up to you," Entri shrugged, motoring us to follow as he took us to his private workshop closest to the lens which harnessed the power of the sun the realm was situated around.

I didn't bother looking around, no, my mind was only focused on one thing, the weapon. Hope...Jean…

"Now I'm sure you have your head filled with some fantastical sword or hammer, but it ain't up to you boy," went the King of dwarves. He and a few other drawers gathered around a large table and placed several sheets of paper out. Angela, Thor and I leapt onto the table and looked down at the massive diagrams, each more complex than the other.

The children of Odin couldn't make heads or tails of them, but I could. They were plans for some of the most complex and magical designs I have ever seen. "Did you design them all yourself?" I turned to Entri.

The dwarf huffed, "of course not, I had help."

"I see," I lowered down to the runes attached on the edge of one of the plans, recognizing my former master's handwriting, I turned to Eoffren, "they look amazing master Eoffren."

The dwarf smiled, "aye, they are."

"So, which is to be our weapon?" Angela asked, clearly getting impatient.

"This," the dwarf king pointed to the largest chart of them all. A spear. But it wasn't just any spear, it was one that drew out the combined powers of the wielder and the power of the people that followed the wielder into battle. It was a weapon fitting a king, or in this case, a would-be-queen.

"It's called Sunrise," said the king proudly, "it's the finest weapon we might ever make in this forge."

"Ah-hem," Thor cleared his throat, holding up Mjoner, "surely it can't be more finer than my here hammer can it?"

"Please, that old paper weight?" Eoffren snorted, "it's a relic. Our methods have gone up leaps and bonds since we last forged that hammer. Besides, it was never meant for you, it was always meant for-" he stopped himself, his eyes going wide.

"My sister?" Thor finished, the dwarf sighed in relief and nodded. Angela looked, confused, Thor released her question and quickly clarified, "not you. My-our other sister...Hela. The goddess of death. She was...our father's secret."

"It seems Odin really is ashamed of daughters," Angela spat out, looking to the sword plans in disgust, "I have no need of it. And if you must make this weapon, then give it to the Spider. It is the least I owe him after he helped save my life."

Entri looked livid, "b-but princess Aldrif-"

"-I am not your princess!" Angela snapped, her ribbons coming alive around her as I felt a flash of the Phoenix Force within her, "I am Angela of Heaven and I...I have no wish to be here. Spider, finish your work, I will be waiting by the way we came."

Thor looked worried, "sister wait-"

"-I am not your sister!" Angela roared before flying away, soaring through the air and out of the room.

I sighed, turning to Thor, "you should go after her, this place is big and she might get lost."

"Aye, will you be fine on your own?" he asked, eyeing the dwarf's.

I nodded, "I will. Go. And don't call her sister just yet...maybe just stick to Angela for now..." Thor nodded silently and flew off, I turned to the dwarves, "my weapon. Which one is it?"

Entri grumbled, pulling up a sheet out of the pile he displayed it flat on the table. It was plans for a weapon, one I didn't think he would ever suggest for me.

Gauntlets, two of them. Made out of uru. Designed to control and focus the wielder's energy and chanel it through them, manipulating it in various forms. They even made space for my stingers to come out from.

It was a conduit, similar to Mjoner in its functions and...perfect. I looked up at Entri, "how? How did you know exactly what I would need?"

Entri snorted, "I'm the master of this realm for a reason boy. I know exactly what you need."

"And the fact that he also started preparing this the moment he heard you needed a weapon," Eoffren said with a smirk, "he may put up an uncaring front but he considers you a subject just the same. Why he was working on this till the very second you showed up."

"Eoffren!" Entri cried out, "mind your tongue!"

The master of magical enchantments rolled his eyes, "yes, my king."

I turned to the dwarf, I bowed, "thank you...King Entri."

"Oh stop it lad, you're only embarrassing both of us," Entri siad, running his fingers through his hair, "you aren't the bowing type and I don't like spineless limps. Get up, look at me," I did so, meeting his gaze, "there is a catch," of course there is, "we will not be making this weapon. You will."

My eyes widened, "what? But my skills are nothing compared to your own. You make the weapons of the Gods, compared to that I-"

"-Will have help," Eoffren replied, "but yes, in the end, it is you who will make this weapon. By doing so you will create a bond with the thing more powerful than any weapon before. The gauntlets will be one with you, far more powerful than anything someone else will make _for_ you. You will have our help, like you said you aren't a master forger, but you will be wielding the hammer."

I looked at the gauntlet and an idea comes to my mind, I turn to Entir, "can I make a few adjustments to the design?"

The king looked confused, "did I miss something?"

"No...but there are more things in heaven and earth...and I am more than just a man fighting with his fists."

 **Five days later:**

 **Scott Summers: Cyclops:**

 **The lone planet circling the furthest star in the Andromeda galaxy:**

They had won the battle. The people cheered, their ruler, a crippled woman named Shi'aka, smiled in glee as the last of the Shi'ar invasion force was sent back to their ships thanks to the Avenger's ground troops.

"Scott," Rogue's voice called out in Scott's earpiece, "they are falling back into warp."

"Perfect," Scott smiled, "in the mood from some celebratory wine and cheese?"

"Oh please, as if you could ever handle wine," Rogue's laughter was music to his ears, "maybe some beer and cheese."

"It's a date," Scott smiled, cutting the line. He turned to Shi'aka, the woman was not a prime example of her species. Her people, Tarka, looked like a hybrid mix of a bat and a bear. Large chests and legs with bat ears and wings for arms.

Shi'aka was crippled, her wing cut in half. She limped from the displaced weight, but she didn't seem to care as she ran up to Scott, her head bowed low, "thank you."

"Please, don't bow," Scott replied quickly, "we were just doing our duty."

"And all the same, i thank you for doing it," she replied, "the price of your work will be paid in two turns," she took out a fist full of gems and gold, "I understand our droppings are of great value to the greater worlds?"

That was right. They shit gold. Scott was disgusted, but hide it well, "y-yes well, the Shi'ar Empire is hurting for funding so a planet of people that can...defecate gold would be a target for them."

"I see, I see," the woman nodded, "and-" she stopped, her eyes going wide as she looked over Scott's shoulder.

Scott turned around and was surprised, "I didn't think I would see you here...Gabrielle."

"My name is Vulcan," the crown prince replied as he flew down, standing before Scott. He was quickly surrounded by Avenger troops, but he was unfazed. Only a few people were even a threat to him and right now only Scott filled that category.

Vulcan stayed silent for a long time, Scott mirroring his little brother's actions. He then finally spoke, "can you fly?"

Scott smiled, "no."

"How can you be my brother but be unable to fly?" Vulcan huffed, sounding very disappointed.

Scott shrugged, "having powers for people like us is a lottery. You got the bonus of being able to fly, luck of the draw I think."

"Hmm..." Vulcan replied, folding his arms, "and the visor?"

"I cannot control the beams," Scott freely admitted, knowing full well Gabrille probably guessed the same, "these help me keep them in check," the young man nodded and Scott continued, "so...you believe me?"

Vulcan sighed, "I...I don't know. What you are saying is… it is-"

"-The truth?"

Vulcan glared, "treason. D'Ken is my father, he was the only father I ever knew...and you are telling me that was all a lie?"

"Did he ever tell you how your mother died?"

Vulcan snorted, "he has a harem, I have a hundred mothers...but no, he never did."

"Then ask him… Gabrille-"

"-Vulcan,"

"Vulcan," Scott said camly, "I'm sorry I wasn't there...but I didn't even know you were alive until a few weeks ago and as soon as I did I tried to talk to you...do you have some time?"

"To what? Talk?" Vulcan snorted, "do I look like a weakling?"

"You realise speaking about one's feelings isn't something weak right?" Scott replied back, "it's healthy."

"To you maybe, but I am the crown prince of the Shi'ar Empire, I don't act weak," Vulcan hissed.

Scott sighed, "fine...but do you want to talk? I mean, I know I sure want to know about my brother...even if you don't think of me the same way."

Vulcan was silent, before nodding. They went far out of the city, into the untamed wilderness, and spoke. They chatted for what felt like hours.

Scott told Vulcan everything, how their parents had died, how their father had survived but didn't bother to look for him and Alex. How Scott found another family in the X-men, how Earth, their home, worked and how amazing it was.

"Your home sounds like a pleasant place," Vulcan said finally.

"It's your home too...your real home," Scott replied. They were walking along a trail, walking just around the border of civilization, "where did you grow up?"

"In the Imperial Palace," Vulcan replied, at Scott's confusion he continued, "it's this massive building in the middle of the Shi'ar homeworld. It was bigger than most countries and...it was lonely."

"D'Ken had a harem didn't he? You must have had foster siblings you could play with," Scott reid to reason.

Vulcan shook his head, "no...many do not know this, and those who do fear D'Ken enough to not admit it, but the man is barren. Aunt Lilandra and I are the only family he has...and I realise I myself am not related to him by blood now..."

"I see," Scott replied, storing that information away for later.

"This has been… an event," Vulcan said, "I admit I came only to see if you were lying, but now...it's difficult to tell."

Scott's eyes darkened, "I am not lying Gab, you are my brother. I don't know how else I can tell you that. Did you not ask D'Ken? Did you not investigate on your own?"

"I did."

"And?"

"...My DNA does not match D'Ken's...or aunt Lilandra. It did however partially match to the pirate Corsair, who's record we had on hand from his time as a slave… you are not lying to me, but that doesn't mean we are brothers."

"Then what are we?"

Vulcan looked at him, "...I do not know."

 **Nidavellir:**

I pulled out the mold and struck it with the hammer. It cracked, leaving behind the glowing red hot cylinders of Patik.

"I still can't believe you managed to make an alloy of Uru and that sound metal you obtained," Eoffren said as he watched me temper the alloy of Uru and Vibranium in a bath of freezing water that was enchanted to quickly remove all impurities.

"It wasn't easy to do," I admitted as I brought the metal out to cool, placing it aside, "but it was possible."

"A metal with the magical adaptive nature of uru and the energy absorptive nature of other one. What was it again?"

"Vibranium."

"And what exactly is the alloy called?"

"Patik," I replied.

He huffed, "stupid name."

"Well if you feel that way you are welcome to make your own version," I replied, turning to him and pulling off the welder's mask I had on, "now then, what's the next step?"

"Next is the armor," Eoffren replied, pulling up a second sheet of paper, this one displaying a suit similar to that of Thor's cape and all.

I groaned, "how will it be stored?"

"Well, like all Asgaurdians the clothing will appear on you the moment you wield your weapon," Eoffren replied, scratching his beard, "but of course, first you need to make said suit."

"What is made out of?" I asked.

"Asgaurdian steel and leather. Much tougher than the mortal weapons you use."

"What about uru?"

"Well...no, it's not that strong."

"No, I mean what about using Uru instead?"

"An Uru suit?" Eoffren replied, his eyes wide, "no, that would never work. It's far too heavy and you are much more of an agile fighter are you not?"

"I am...but still, just Asguardian steel and leather seems...Effren...what about...Patik?" I turned out the dwarf. His eyes widened, he was clearly thinking about it. He knew the metal's properties, having helped me make my new weapons. And after the longest time, he slowly nodded.

"I'll draw up the plans, it won't be easy and you'll need to make some modifications, but I think you can make it," Eoffren replied, "until then, why don't you take a break? You've been working for five days straight and running of a few hours of sleep. You look like shit boy."

And sure enough I was. I was haggard, I smelled, my beard was growing in thick and wild and my hair had grown longer since I began as well, now more like a mop than the trimmed set I had before.

I grunted, "maybe...I'll get something to drink," I told him, taking off my arpon and walking out. The moment I stepped out of the workshop I was hit with a breath of cold air, the room inside was hot as a furnace after all.

I walked towards the kitchen and met with the woman in charge of the meals. She was a large woman, even by dwarf standards, named Egatha, and she recognized me the moment I walked in.

"Ah, Spider! I heard you were back!" she smiled.

I smiled back, "Egatha, it's nice to see you again."

"Aye, last time I saw you was the day you took off without saying goodbye," she leaned over the kitchen counter, her eyes narrowed, "anything to say about that?"

"I'm sorry?"

"Like you mean it boy!" she roared.

"I'm sorry!" I replied.

The dwarf nodded, "apology accepted. Now then, what's this I hear of you fighting the Shi'ar Empire?"

I sighed, jumping onto the dining table, "they are after someone...someone I care for."

"Oh, what's her name?" Egatha asked, wiggling her eyebrows.

"Jean...and she's pregnant with my child," I told her, the worlds so foreign to me, and yet so heavy with the responsibilities it carried.

"By Odin's beard!" Egatha cried out, "you have a little one on the way?! What are you doing here?! You should be out looking for the girl shouldn't you?!"

"I'm trying!" I yelled back, "but she's too well hidden...which is a good thing since the Shi'ar are after her as well."

"I see...and you need a weapon to fight them off do you?"

I nodded, "yes, I do...but I'm still unsure."

"Why is that?"

"Because what if in the end I'm not good enough?" I asked her, "what if the weapons, my powers...it isn't enough to protect my little girl?"

"Oh...how do you know it's a girl?" Egatha asked.

I smiled, "a prophecy of sorts…"

"Well...I'm sorry to say lad I'm not very helpful lad," Egatha sighed, "all I can promise is a warm meal and a prayer for the child's safety."

I thanked her and she walks away, and as she did, I'm joined by another companion, Angela, who flies down gracefully, landing before me, a brand new dagger strapped to her side.

She takes one look at me and raised an eyebrow, "why do you smell like garbage?"

"No time for bathing," I chuckled, "sorry if I offended you, princess."

"I am not-" Angela began, only to calm herself down with a sigh, "I am not a princess..."

"Then why did you accept Odin's gift?" I motioned to the weapon.

Angela sighed, "I didn't have much choice in the matter...I did not wish to go back to Asgard with my...brother. And I've heard many things about the legendary dwarves. I wished to learn more and so I stayed and asked king Entri. He was agreed...rejecting his weapon would be an insult to the man."

"Wait...Entri let you stay and learn about forging? Just like that?"

Angela nodded, "yes. He's a very generous man."

That little bastard.

I shook my head, eyeing her weapon. I motioned to it, "may I see?" She nodded, drawing out the dagger and twirling it in her hand. Immediately it extended into a spear, heavy and dating. She placed it between us.

The spear had a golden shaft that was four feet tall. At the top was a golden circle with a red gem inside. Around the circle were a pair of angelic wings that were etched with runes. The blade came next at the top of the circle, a leaf shaped red blade with flame like ripples along the middle.

It radiated power, and I knew then and there it was a weapon fit for a queen.

"Thor must be jealous," I smiled.

"Don't say his name," Angela hissed, quickly turning the spear back into a dagger and into her sheath, "that boy is like a lost puppy."

I immediately got a flash of a golden retriever wearing Thor's armour for some reason. A labra-thor, if you will. "How so?"

"Everyday he comes back with a basket of food and books from Asgard," Angela hissed, clicking her teeth, "he spend hours upon hours following me around this realm, doing his best to turn my lessons into a picnic!"

"Books?" I asked, figuring the food was just something he thought they could bond over.

Angela rubbed her neck, "he found out I enjoyed reading and has been offering to bring the entire library of Asgard for me. Odin apparently offered it."

I snorted, Odin too, great. Seems while both the kings hate me, Angela was just fine in their books.

"So, why exactly are you complaining?" I asked Angle as Egatha brought me a piping hot meal, bowing before the princess as she did. Angela wasn't even phased at this point by the bowing, just accepting it and moving on.

"He's Thor, he's Asgardian, he's-"

"-The only family you have," I reply, remembering the smell of love and longing she had for them all, "and frankly the only family he can still trust," I bite into my loaf of bread, "his father's lied to him, his mother's lied to him. His adoptive brother has stabbed him in the back more times than I can count. You are all he has and his is all you have. Didn't you ever want a family Angela? It can't have been friendly being an Asgaurdian in Heaven."

"I didn't know I was an Asguardian… no one did."

"Are you sure about that?" She was silent, shaking her head and walking away. "All I'm saying is...maybe you should give him a chance. He has done nothing but try and get to know you Angela. Maybe you might have something in common with him. For one thing, you both love mead."

She looked at me and sighed, nodding her head and flying away. I smiled, at least one family isn't broken around her.

And that's when my arms stopped moving.

Family...my god I have a family. Jean, Felicia and the rest, yes I considered them family, but my child...Hope…. I stuffed the rest of the food down my throat and chugged it down with some milk.

I tied my hair back and walked back to Eoffren's furnace of a workshop. "You're back already?" Eoffren asked, looking surprised as he held up several rolls of leather, "did you even eat?"

"I did, are the plans ready?" I asked, putting on my arpon and tying it around myself tightly.

"They are...are you ready to begin?" I just nod, jumping back into my work.

 **Unknown reaches of Space:**

 **An undiscovered planet teaming with life:**

She was floating in her cocoon, feeling the energy inside nurture her body. It was an odd feeling for sure, she had never felt anything like it. The energy she had, there was no limit to it. No end to its power, no end...but slowly, as time went by, she could feel the flow wavering.

There was a crack and the cocoon broke open, dropping the woman down. She landed gently on the peak of the massive mountain top she found herself on top, the wind didn't faze her, but she did feel like throwing her stomach out.

Her stomach wrenched, she reached forward and held her pregnant belly, grunting in discomfort.

 _ **The parasite gives more discomfort.**_

' _She is not a parasite! She is my daughter!_ '

 _ **It makes us weak. Our power wanes just to throw away the negative effects of it's incubation.**_

' _That wouldn't be a problem if you let me eat! Or get help from my people!_ '

 _ **I cannot. We are weak, if those who wish to harm us find us now, they will kill us. And the para-**_

' _Her name is Hope!_ '

 _ **It doesn't matter what her name is. She will be our undoing.**_

`` _Don't you mean mine? You can always just find another host._ '

 _ **I cannot...at least not one as well suited as you are...tell me Jean Grey, why do you insist on carrying the...child to term? You see how it affects you.**_

' _Because….she's my daughter._ '

 _ **Others would not want such a heavy burden.**_

' _And that's their choice, this is mine. I don't see her as a burden...she's my child..._ ' her mind wanders, thinking once again of Peter Parker and Felicia Hardy. Her lovers, the ones she missed the most. Were they alive? Did Surtur truly die? Are they safe?

Jean had dreams on lonely nights, dreams of being back in that house in London with them, safe, happy. Hope being born in such a house, with Peter going mad reading every book on pregnancy while Felicia stole or bought every single baby appliance needed. Even Wanda was there in her dreams, helping fix the baby room and acting as the only rational person in that whole relationship.

She rubbed her belly, a tear in her eye. She would survive this, she would survive and bring that dream a reality…

' _Phoenix...why me?_ '

 _ **You are most attuned to my abilities...and your powers are-**_

' _No, not that. I meant...out of all the people, why did you select someone like me? Someone who so clearly isn't worthy of such power?_ '

 _ **You will find Jean Grey, that often times it is those who dislike power and it's duties are most often the ones most worthy of it.**_

Jean chukled, shaking her head, that sounded like something Peter would say. She looked up at the stars, basking in their glory. It wouldn't be long before the psychic cocoon returns her into a lucid state, these moments of clarity was all she had.

She was angry, beyond angry at the Phoenix. She felt lost, terrified and afraid of what would come next. But she ignored and pushed all those emotions away, for one reason and one reason alone.

And as she was looking up at the stars, she saw some of the slowly darken as something massive came over the atmosphere.

Jean's eyes winded, "w-what the hell?"

 _ **It would seem they have found us. Ready yourself Jean Grey, this shall be the fight of your life.**_

Massive ships came over the planet and Jean stood her ground. She prayed to whatever god that was listening or even real that she survived, or rather Hope did. Flames erupted from her person as slowly the Phoenix began to take over, placing Jean into the back of her mind.

It launched into space and destroyed a Shi'ar warship in seconds before turning to the other. Jean's body glowed with such massive heat, it looked like a second star came alive in that system.

* * *

 **There we go, one final chapter before the confrontation. I'm just setting it all up before the big knock down. Thank you all for your amazing weapon ideas, I am amazed and very overwhelmed. But in the idea, ranged weapons were not Peter's style and well...gauntlets just felt right you know?**

 **So yes, I chose gauntlets, think of them like powergloves, hammers attached to one's hands. Like that Ben 10 alien, Amradrillo, except no drill, but the same power.**

 **Also, I hope the Osborn story line didn't make people think of Trump, I swear to god I didn't have any intention for that, it was just a plot line I was thinking off, I didn't even realise this comparassion was being made until I had already made plans for the story line.**

 **I learnt my lesson last time, don't worry. -_-**

 **So yes, I hope you all enjoyed.**


	86. Embers of the Phoenix Part 5

**Chandilar, Throneworld of the Shi'ar Empire:**

 **Royal Palace:**

 **Lilandra:**

Lilandra looked at the cage in a mix of disgust, horror and shame. The horror was attributed to her own society's hate and fear for the creature before her, disgust for the way she was being held and shame...for letting it happen.

The host of the Phoenix was bound, her arms chained above her head, held up a good three from the ground, her legs swinging freely. She was unconscious, blood pooling from her temple where a shallow cut was present, already slowly healing thanks to her inbuilt abilities.

Her clothes were unharmed, no altered in any way, but from what Lilandra heard, the damage was done. Which was way her shame kept screaming into her ears.

She was pregnant. D'Ken didn't say she was pregnant.

It was due any day now, which was why they even managed to capture her at all, if the general who she bribed was telling the truth. A pregnant woman and she was being held by her arms, her would not being tended to.

Was she hungry? Would she need liquids? Lilanda didn't know, does the Phoenix even eat normal food anyway? No...maybe...was she even mortal anymore? Lilandra didn't know.

"Beautiful isn't she?" came a voice Liliandra came to associate to fear, royalty, whoring and irresponsibility. She turned, and sure enough, there he was, her brother. Dressed in the silver of their empire, trailing behind him by the favorites of his harem and his son, Vulcan.

Lilandra bowed, "my Emperor."

"I swear, if she wasn't a fucking demon, I would have her for myself," D'Ken continued, stroking his french beard, igrnoing Lilandra's reply He had a wirethin frame, didn't look strong enough to do much more than open a door by himself, but he was very much on of the most powerful peopel in the galaxy.

"Well she is pregnant with another's babe my Emperor," one of the Emperor's more pretty queens spoke up, clearly seeing the challenge for what it was, "I doubt you would want such a filthy thing."

"Then the solution is simple, isn't it my dear? Just rip the babe up and feed her to the dogs," D'Ken smiled, laughing heartily, making the ones behind him to laugh as well, though the clear morbid horror in their faces were seen by all.

"She is beautiful my Emperor," Lilandra smiled, "tell me, if you do not wish to have her for you own, then what do you wish to do?"

"Kill the bitch of course," D'Ken snorte, acting as if the answer was too obvious to need a further explanation, "but not till after our allies and people are in attendance. It will need to be an event, to show that nothing, not even a cosmic force, will be able to stop the righteous fury of the Shi'ar Empire and our birthright to unite the universe under one banner. Lilandra," he turned to her, "I want you bringing our planet governors, I want everyone of them seeing what I'm going to do to the bitch. Vulcan, you will handle security, take Gladiator with you, understand boy?"

"Yes, my Emperor," Vulcan bowed, his eyes also going to the unconscious woman, a look the emperor caught.

D'Ken smiled, "don't worry, we;'ll get you a pretty redhead to keep you company, don't go expecting to lay with the demon bitch, won't do for someone of your station."

"I understand father, thank you," Vulcan bowed. Lilandra groaned, ever since the time in the battle with the Asgardians the prince had been acting strange...very strange. He didn't like it, he was hiding his feelings poorly but D'Ken, every absent minded father he is, clearly was too preoccupied to notice.

Lilandra spent the rest of the day getting all the guest list for the event ready. So many people to call, however one of them stood out to her, Queen Nyxa, which lead her to remember the Ember, Angela of Asgard...and the Spider.

Did her intelligence tell her the boy had a particular interest in the Phoenix? If they were right his first stop after leaving Xandar was to Prevro-2344, a planet the Phoenix visited last.

She pulled up the file her secret service had on him and studied it. The Avengers were a curious bunch, little more the mercenaries, but by the end of the file she realised on thing, she needed to talk to them...why she didn't know but she just did.

She left the planet that night, already on call with the Brooker, a known mediator for the Spider and his Avengers. When she did, Jean's eyes shot open, she smiled.

 _ **She didn't notice your mental probe.**_

' _Yeah she didn't. She had some mental defence though, I doubt without your help I couldn't have had the energy to power through._ '

 _ **Indeed, but still, the skill you took to manipulate her into searching for help...and you luck in finding her already familiar with your lover…**_

' _Lovers,_ ' Jean corrected her, ' _both Felicia and Peter are here...I can't believe they are here, in space. Or that Peter made some kind of intergalactic space mercenary group. God that boy…._ ' she couldn't help a smile from coming onto her face, ' _they will come, I know they will..._ '

 _ **...Your hatchling will be born soon. You already have a name in mind yes?**_

' _Yes...Hope._ '

 **Nivadeviller:**

 **Peter Parker:**

I could do this. I had to do this. There was no ifs or buts. I had to do this.

They were ready, my weapons were ready. It took me almost two weeks, but they were ready. The gauntlets had thick slabs of metal on their forearms with a panel on the back of their hand and an encasing around each finger.

There were slits on them for my stingers, all three of them. The metals looked uru grey while the vibranium silver formed the underarm and moveable areas. They looked daunting, runes watched along the sides.

They were placed on a pedestal in such a way that they were opened up before me. Thor and Angela stood beside me, each silent. The dwarves stood behind me, everyone of them curious to see if my made invasion of dwarven technique and my own ingenuity would actually work.

"How will it feel?" I asked, turning to Eoffren.

"I don't really think I'm the best person to answer that lad," he said, motioning to Thor.

I turned to him, he nodded, "yes, well...its...glorious. This surge of lightning coursing through your veins. The power, it's magnificent."

"But he's a god, and your not," Angela put in, "you'll probably be in pain. A lot of pain."

"Have I ever told you how much I hate you?" I asked, glaring at said angel. She smirked, matching Thor's own smile. I guess those two are slowly getting along after all.

"The gauntlets should take a while to adapt to you Spider," Entri spoke up, stroking his beard, "they should, if your blasted enchantments haven't destroyed my original design," I shy away at his glare, "allow you to access your powers in full and keep you grounded."

"And if they can't?"

"Ha, as if that would even be possible," Entri snorted, "these things were designed with a god in mind boy, not a mortal, despite your magical energy manipulation."

"But if they can't?"

Entri sighed, shurgging, "then they'll do what the can and do it right. You won't die from it but...I suspect the princess is right. It will not be pleasant."

"It's alright if you don't' want to do this Peter," Thor spoke up, capping my shoulder, "most mortals cannot wield the weapon made by-"

"-Whatever it takes," I cut him off, walking forward and in one swift motion, plunging my arms into the gauntlets.

For a second, nothing, the oversized gauntlets just rest on their pedestals. I felt confused, did I miss something? I raise them up and looked them over, and then there was a click.

The gauntlets began to shrink down, the magic of the dwarves working to reduce the size until they fit my arms perfectly, almost as if they weren't there at all. And then, I felt it. Like a syringe being inserted into my very being to begin sucking out power.

The gauntlets began glowing blue as arcs of lightning came out of my body. I felt Thor's power inside of me react, charging my body and the gauntlets. And then, everything began to go white.

"Peter?! Pete-"

I felt my body explode with such energy, it felt like I was being torn apart on all sides. The magic of the gauntlets worked to save my life, I dropped to my knees and screamed. My blood boiling, my head cracking open.

Whatever it takes.

 **Heart of Arachno:**

 **Felicia Hardy:**

"Is this confirmed?" Susan asked Felicia.

Felicia nodded, "looks to be..."

"Fuck," Susan replied, leaning back, her eyes, and everyone else's, were glued to the message display on the screen before them.

 _ **Target 0001 has been captured. Returning to home base, requesting escort at locations 291-Alpha-183-J-O.**_

"When was this sent?" Logan asked, the first to recover from the shock.

"A day ago," Felicia replied, slamming her fist into the ground, "which means we're already late."

"Maybe not," Scott spoke up, "I've been in contact with Vulcan lately and from what I can tell if the Shi'ar Empier ever got their hands on Jean and killed her, then they wouldn't be silent, they would be throwing a fucking party. And they would probably invite us too."

"Then we still have time," Carol replied, pulling up a map of the solar system of the Shi'ar Empier's core system, "we need to move...where is Peter?"

Felicia sighed, "he's still with the dwarves. But...we can't wait for him. If Jean is still alive we need to go after right this minute."

"So what's the plan? We sneak in and free her?" Jessica asked.

Felicia froaned, "no, we can't be that blunt."

"We need to know exactly where they have her," Wanda spoke up, turning to Scott, "could you ask Vulcan? Would he be willing to help us?"

Scott was silent for a long time, everyone turned to him and waited, he sighed, "I can't trust that he won't betray us. We can't risk Jean's well being on him...we need to see if the Shi'ar Empire is making some movement, if they are making some grand gesture or something like that."

"I have a few contacts back on Knowhere," Gamora spoke up, "I'll get in touch with them."

"Yondu and the Ravagers might have heard something, but," Quill rubbed his neck nervously.

"Don't worry bub, me and the walking tree will back you up," Logan assured Quill, patting his back.

"I have a couple of scumbags who owe me," Rocket spoke up, "oye! Firebutt, you're coming with me! These ass clowns are Rotors!"

"And…?" Johnny blinked.

"Rotors dislike fire," Catrina helpfully supplied.

"Then Wanda, Sue and I will go to the Brokker," Felicia spoke up, "he still owes Peter a few favours and worse comes to, we can always bribe him, right Sue?"

Susan Storm nodded, "yeah...though knowing him..."

"We can always make more," Wanda replied, waving her concern.

"I'll stay here with Scott and prepare the troops," Carol volentured, "we're getting a sudden large collection of recruits, thanks to the Shi'ar Empire's recent invasion plans. We should be able to take on an armada now...with our powers assisting of course."

"We need to move people, we don't have much time, Jean doesn't have much time," Felicia looked at them all, everyone in this room knew, this was the apex of their journey, the final stretch. With resolute nodes they went their separate ways, all moving to the different corners of the world.

 **Nivadeviller:**

"Throw him boy!" Entri cried out.

"But he'll die!" Thor roared as he and Angela pushed the increasing large ball of pure cosmic energy into the edge of the space station.

BOOM!

A roar of thunder danced out of the light, curled across the chamber and destroyed several feet of solid galactic steel. It melted the surfaces it touched, the only reason Thor and Angela were safe were thanks to the former's immunity to lightning and the latter's mastery of her own internal energy.

BOOM!

"If you don't, then we'll die!" Eoffren cried out, "Peter right now isn't normal! He's-he's changing, a chrysalis of power, raw energy! I doubt not breathing will deter him much! Do it Thor! Or we'll all suffer for it!"

Thor couldn't, he just couldn't. He understood the consequences of his actions, if he didn't, millions would die. But if he did, Peter would die. The small boy he met so many years ago, the man he now remembered as a war buddy with a child on the way. He couldn't.

Mjoner felt heavy in his hand, and he knew, he had no other choice. So he began to push. Angela's eyes widened, but she said nothing, knowing exactly what her brother was feeling. The two children of Odin pushed and pushed and with a mighty heave, threw the bright ball of energy into space.

It flew off, sparks of energy blasting off into the vacuum of space, raw energy, almost so thick one couldn't breath.

Thro dropped to his knees, his hands were burnt, lightning burns. His hair was singed and his armour had almost melted off him. Angela fared a little better, though her exposed skin was still raw from the energy.

"I'm sorry, I'm so sorry," Thor whispered, his eyes watering as he saw Peter's body float away, further and further away. He felt a hand on his shoulder, surprised to see Angela behind him. He was afraid she would leave, again, but instead she knelt beside him, wrapping her brother in her arms, holding him close.

"I am sorry you had to do that," she whispered.

"There was no other way," Thor replied, "there was no other way."

"I know...I know..."

 **Xandar:**

 **The Brooker:**

When Felicia, Wanda and Sue entered the Brooker's office on Xandar, he immediately activated the store's security system, bringing down the shutters on the window and bolting the door to the floor.

Felicia and the others grew alert, Wanda's eyes glowed, Felicia's fingers extended vibranium claws and Sue had a mental prob ready.

"A little jumpy there, aren't you Brooker?" Felicia asked, eye in the alien behind the counter.

"Apologise," the man smiled, "but I promise you, it's for a good reason. Recently a client of mind contacted me in an effort to contact you. Imagine my joy when finding you were also coming to contact me for the very same purpose!"

"Say what?" Sue asked, clearly confused.

The Brooker opened the back door and out walked a woman dressed in silver robes with a cowl on her head. When she pulled it down Felicia and Wanda gasped in recognition.

"Lilandra, Grand Admiral of the Shi'ar Empire," Wanda hissed, her eyes narrowed, "you have some nerve-" her eyes went wide as she felt the echoes of a familiar mind radiating from Lilandra's mind when she tried to scan the surface thoughts.

Wanda couldn't read her mind, it was too well protected, but, she could feel Jean inside her, Jean had gotten in, and she could tell, she had influenced her.

``Jean's _controlling her thinking,_ ' Wanda immediately told Felicia and Sue mentally. The two hide their surprise, only moving their line of sight to Wanda and the Lilandra asking for confirmation, ' _I can feel Jean's ideas inside her head, whatever she's about to say we need to listen her out._ '

"Alright bird brain," Felicia began, her eyes narrowed, "what exactly do you want?"

Lilandra smiled, "it's simple...I want to hire you."

 **One day later:**

 **Just outside the Chandilar system:**

 **Beta-Ray Bill:**

Bill didn't like being away from the fight. Out of the many qualities that his people had installed in him, patience was one he had to learn for himself and he was a poor learner.

He stood on the deck of the Avenger's flag ship, 'The Captain', and he wanted more than anything to be on the ground, where all the action was. He looked outside the ship's window and saw the heart of the Shi'ar Empire, where the rest of the team was. But not him, no, he was here, on this ship, with Carol Danvers, Drax, Rocket and Logan.

The two soldiers he could understand and even Rocket was an expert in weapons, but why Drax? It never made sense to Bill and the green and red alien proceed to annoy him further by sitting lazily with one leg over the armrest, sharpening his knives very loudly.

What did he expect to do? Stab them all to death?

Bill shook his head, telling himself to focus. He must have made sense because Carol noticed.

"Nervous?" she asked.

Bill sighed, "that obvious?"

"I can tell," Carol shrugged, "want to share? I heard it helps."

"It doesn't," Logan spoke up, for once without his favorite cup of alcohol.

"How many battles have you been in?" Carol asked, clearly picking up Logan's tone of experience, one Bill had noticed as well.

"All of them," Logan replied, his eyes for a moment looking far off into the depths of space, "I think..."

Carol looked at Bill and shrugged, neither of them knew if he was joking. Bill crossed his arms and tapped his fingers against his biceps. He had a mission, a duty to fulfill and this one he would not fail.

Peter Parker had helped him by giving his people a home. By giving them a chance again, to live. He owed him, and helping save his child was the least he could do.

Which was exactly why Bill wished he was down there, where he could actually help, instead of hiding here, behind a belt of asteroids with the rest of the Avenger's fleet. Hiding from the literal dozen armadas currently around Chandilar and its surrounding planets.

There were so many ships, during her last scouting, Carol had found two hundred or so. They were outgunned, they all knew it. But they had a plan, a plan and a hope. So here they were, waiting. Waiting for the right time to strike.

 **Chandilar, Throneworld of the Shi'ar Empire:**

 **Felicia Hardy:**

The planet wasn't like anything she had seen before. It was massive, it's mass easily four times that of Earth. Every single surface of the planet was covered with buildings, even major portions of the sky had floating buildings traveling across the air.

The buildings were all bright and shining, proof of a wealthy empire, wealth gained by the destruction of hundreds of thousands of other smaller systems. If it was any other time Felicia would be wondering what she could steal, but right now she had something more important to do than fulfill her hobby.

They were in the colosseum, a massive newly constructed stadium in the heart of the city just a few miles away from the royal palace. It resembled a giant fish bowl the first time Felicia saw it, a curved outside with ten towers placed around it like armed guards.

The inside had the people benched all around, ending with fifty foot drop into the arena in the middle of the stadium. The colosseum was built to house five million people, and judging by the way the crowd, all five million had come.

The arena was decorated as well, with soldiers that is. Each one forming a squadron around the arena floor, armed and ready.

And in the middle of that all, was a single silver and green halo. One that was placed on top of a platform which had clamps and cuffs chained to the ground. However none of them noticed Felicia, mostly because she was hiding in one of the towers around the arena, invisible.

Felicia had someone buzz her, she tapped her earpiece, "what is it?"

"That halo, I recognize it," Wanda was speaking, "it was the same one they used on Angela."

"You sure?"

"She wouldn't' stop describing what she was going to do once she found it, yes, I'm sure," Wanda replied.

Felicia turned to the crowd, to the very first row on the north-east side, she spotted Wanda and half of their team, who were disguised under a glamour to hide their features. "Alright, knowing them, that's definitely what they are going to use on Jean. Meaning we need to neutralize that first."

"I'll take point on that," Susan replied, she was also invisible, hiding behind the soldiers in the arena, "you all get Jean and I'll handle the halo thing." It was too bad they couldn't have her go in and sabotage it right now, sadly the thing was guarded by a kinetic barrier that couldn't be breached without detection.

"Head's up you guys," Johnny tuned in from on top his perch on one of the other towers facing the royal palace, "I can see movement from the palace, I think it's starting."

"Alright everybody, this is it, keep your head clear and stay focused," Felicia whispered, "don't open communications unless needed, and remember, stick to the plan."

"Right."

"Roger."

"Wait, Quill, did you just say roger?" Johnny laughed.

"Shut up man," Quill hissed, much to the annoyance of Wanda who proceed to hiss at them both.

Felicia sighed, closing the communications and rubbing her eyes. She still couldn't believe this was happening. They were being hired by the Emperor's sister to disrupt her brother's 'finest' hour, who was in turn being influenced mentally by their own friend. In a way Jean was trying to save herself. It really was amazing.

Silently Felicia wondered if this would work, if they would be able to...to save her. The plan was perfect, they had accounted for everything, after all Lilandra was on the inside. She had even managed to get information from Vulcan on the security details, finding the perfect time to strike.

The plan was set, it was air tight, provided there were no mess ups, though Felicia doubted anyone, even someone like Johnny or Quill would do something to mess it up.

Suddenly, the sky started to darken, Felicia along with everyone gathered looked up and saw a flying saucer slide above the stadium. For a moment Felicia thought it was a joke, before she remembered how Lilandra said D'Ken had a flare for the dramatic.

The bottom of the ship opened down and slowly the platform sank down to the middle of the arena. On the platform were the royal entourage, Felicia had her mask zoom in onto the platform and picked out all the people.

The skinny man with the almost comically obvious evil beard was D'Ken, next to him was Lilandra, a few of his generals, Vulcan, Gladiator, a few armed soldiers and in the middle of them all was Jean, chained and bound by her wrists in a cage. Visibly pregnant.

Felicia felt her heart burn, her eyes tearing up in rage at the sight before her and her own powerless nature to stop it. She was right there, Jean, and she couldn't help her. If she was stronger, if she was just a little stronger.

Her claws dug into the ground, breaking stone apart.

' _Patience is a virtue Kitten,_ ' Bast whispered into her ear.

Felicia growled, " _they have the woman I love in chains, intending to kill her and her daughter...I'm not going to be patient. When I get the chance, I'm ripping their head of their body._ "

' _I never said not too, but until it is the right time...wait_ ' Felicia knew Bast was right, but that didn't mean she liked the idea. She was just protesting for the sake of it, to push her anger somewhere, Bast knew this, willing to play scapegoat. Felicia knew she had to be silent, the plan relied on it. So she remained silent, watching them closely.

It was all going as Lilandra said it would, first they stepped off the dial and onto the arena floor. They were quickly surrounded by the present soldiers, who guided the king and royal entourage to a set of comfortable looking seats before the execution stage, while Gladiator personally took the bound prisoner onto said stage.

The people who were whispering up a storm suddenly went cold. They saw the bound red haired woman on the raised platform and almost as one, went silent. Felicia heard the stories, how much they feared the Phoenix, even now, she didn't Logan, Jessica's or Peter's powers to know what the people were feeling. They were scared, bound and gagged, they were still terrified of her.

So, like in all times of great fears, the people turned to their leader, who stood up, smiled, and spoke into an audio system Felicia couldn't identify, his voice booming and reaching all.

"My viritous members of the great and noble Shi'ar race. I, your emperor, bring to you a chance. A chance to change your fate," D'Ken stopped, silence reigned down on the crowd, "I envy other races, I sometimes even wish I had no been born as a Shi'arian," shock ran through the crowd at the blasphemous statement, "yes, it is true, I do. I know it is a foolish thought as no Empire, none, as are progressive, prosperous or just as our own...but I still sometimes wish that, for one reason alone.

"Every civilization has something they feared, something they, no matter how rational or intelligent they grew, always feared. For some it was the infinite horror's of their own actions, for others it was the unknown monsters in the dark, stuff of legends and nightmares, but in the end, stories all the same. But for us, our monster was real, and it was the most deadly one of them all.

"The Phoenix!" he roared, pointing at Jean, "the cursed raptor, the one that burnt down countless systems since time itself began. This is our nightmare, this whore! This creature of destruction! This is who we fear...but no longer!"

There was a click and the silver green halo above Jean began to glow, expanding to three times its size and lowering down until it rested around her temple, a good foot distance away from Jean's head.

"Today, I do my duty, not just as your ruler, your shepard, but as a son of Shi'ar! I kill the monster that is at our feet, now, before you all! I give unto the Shi'ar Empire the greatest turning point in its history! Greater than our first marriage in uniting our primordial tribes! Greater than our journey into space and greater than when So'tepsis himself brought half a galaxy to its knees in our name! Today, before you all, I will kill the Phoenix! It's blood forever standing this holy ground, hollowing it's sacred stones! Today, we cancel this nightmare and bring about a new day!"

"ARGH!" the people roared in cheer. In seconds he turned a crowd captured by a primal fear, taught into their very DNA, and changed them into a legion ready to see a pregnant woman executed.

D'Ken waved his hand, Vulcan and Lilandra stood up, following him as all three members of the royal family walked up to the execution platform, standing before Jean.

They whispered something, Felicia couldn't even read their lips at this distance, "Sue, can you reach them?" Felicia asked.

"I tossed a bug onto Jean's body the moment I saw her," Sue replied, activating a new signal.

"...With you death, know that you bring about a new dawn," Lilandra completed the end of what sounded like a final prayer, "I wish you swift tiding into the-"

"-She isn't Shi'ar, shut your mouth woman," D'Ken cut Lilandra off, "she doesn't deserve our words."

"Of course, my emperor," Lilandra bowed moving away.

"But she is right, your death will bring about a new dawn for my empire, one where we will no longer suffer from your existence," D'Ken spat out, "one where no one need wonder is they would see a flash of burning wings and fear their end. Die with that knowledge, Phoenix."

"I am not the Phoenix," Jean whispered.

"Of course you are," D'Ken snorted.

"I am not," Jean replied, "ever since...ever since my baby, the Phoenix has been so distorted, it couldn't handle the mind of the child. It's retreated into itself, struggling and failing to understand her...between you and me, I think she's afraid."

"I see...you are the host, then you do have my pity, if only it never seeped it's talons into you...your child may have had a decent enough life."

Jean chukled, "you know, I think you're right...but you know… the Phoenix does talk to me, and it does have something it wants to tell you."

"...And what is that?"

Even from afar, Felicia saw Jean snapped her head up and stare into the Emperor's eyes with orbs that sparked alive with flames, "you'll burn for this."

The Emperor took several steps back, not enough that people thought him a coward, but enough to let everyone know, he was nothing more than the scared child he was claiming to protect.

"Vulcan, begin the execution," D'Ken hissed to his son, turning away and walking back to the royal seating area, plopping down with his loyal subjects.

Vulcan motioned to the Gladiator and they both began giving out instructions, this was it, it was time. Felicia stood up from her perch, tapping her communicator, "wait for Lilandra's single. And then, begin. Don't wait, just get in there."

"Understood."

"Roger."

They waited, eyes peeled and looking onto the arena. The halow began to glow a sickly green aura it gave made Felicia's stomach curl. She heard how painful that was, she wasn't going to let Jean feel that pain.

Vulcan was given a switch by one of the workers on site, a giant green button. He brought it towards D'Ken, he dropped to one knee and held it over his head to the Emperor.

D'Ken smiled, reaching to hold it. Everyone's eyes were focused on the Emperor, everyone was focused on his finger hovering over the button. None of them was focused on the woman next to him, none of the were focused on Lilandra, none, expect the Avengers.

D'Ken stood up, walking around the still kneeling Vulcan and raised the button into the air. The people quickly grew silent, all attention to him, "and with this," his finger above the button, "let peace reign."

Click!

"Move!" Felicia hissed as she leaped off the tower, shooting a webline from her own web shooters, swinging from the tower into the arena, letting go at the very crutendo of the swing.

Liandra's finger curled into her dress. Everyone turned to the Phoenix's host, but instead of scream of pain, all they saw was her smiling cockly at their confused faces.

"Something wrong?" she asked. There was a thud which none heard except her. Suddenly the manacles around Jean's wrists came off, she came down hard, only to suddenly seemingly float in the air.

"What is going on?!" D'Ken cried out. Felicia's deactivated her suit, she was holding Jean in her arms, her eyes were narrowed at D'Ken, hate freely spewing out.

"K-Kitten?" Jean asked, tears freely flowing out in droves, "y-you came. You really came."

"Always," Felicia whispered.

"Peter?"

"He's on his way, don't worry, but right now we need to worry about us," Felicia snapped her fingers, and just as Gladiator and Vulcan were getting ready to surround the two women from Earth, the north-east section of the stadium seemed to explode.

"What is going on?!" D'Ken cried out, confusion clear on his face as suddenly half the people in that section of the stadium seemed to transform from Shi'ar citizens, into multi coloured species armed with guns.

"Avenge the broken!" it was a famous war cry started by a slave of the Shi'ar expansion many years ago, but everyone in that stadium immediately turned their attention to the clear hostile forces, not noticing both the Phoenix and Felicia had disappeared in an explosion of black smoke.

"Find her! Find the damn bird!" D'Ken cried out, Gladiator nodded, turning to scan the area, only to come up short. He took off into the sky, hoping to catch their ship if they intended to flee.

Then suddenly a man on fire seemed to fly across the sky sending fireballs at the assembled royal forces.

"My Emperor!" Vulcan stepped in front of the flames, they battered harmlessly off his enhanced body.

It was pandemonium, clear and utter chaos. In that moment, no one knew what was happening as every time a gaurd caught a slave, said slave vanished in thin air, almost as if they weren't even there in the first place.

Some reported seeing a woman in red throwing rows of seats into the air, others reported a guy stealing their wallets and stunning others. There were rumors of a green woman with blades and another who broke the noses of people who came too close. A young man wearing a visor that also seemed to join in on the fun.

They were all given chase but they all had managed to vanish.

It had been a wild goose hunt, a red herring to draw Men's attention away from the escaping terrorists, because that was exactly what they were to the Shi'ar Empire. D'Ken ordered the immediate closing of all spaceports having no ships coming in or out.

They were searching for the missing woman everywhere, never once guessing that she had been right under their noses all along, hidden behind an invisible force field right next to the tent of the royals.

It wasn't until nightfall when they finally moved, Felicia had Sue remove the halo around Jean's head and personally slashed it into tiny pieces. They then walked out of the now nearly empty stadium, easily slipping by the minimal guards D'Ken had posted around the place.

"W-where are we going?" Jean asked, her voice strained.

"A safe house, we'll stay there before the heat dies down. Then we can get to the Liberty which Lilandra has hidden away for us in her home and get the fuck out of here," Felicia whispered as she and Sue helped take her down a road where a levitating limo was waiting for them. The door opened and inside was the rest of their team, who quickly helped Jean inside and get comfortable.

"Lilandra helped?" Jean asked as they took off, Johnny was flying, much to Quill's annoyance.

"She did, good job brainwashing her by the way," Felicia smiled, taking off her mask and holding onto Jean's hand for life, her eyes wandering across her face, she looked tired, beyond exhausted, but alive.

"I didn't brainwash her," Jean said with a smile, her fingers coming up to push a strand of Felicia's hair away from her face, "she already had the idea, all I did was nudge it a little. I hope Peter comes soon...I really wish he comes soon..."

"Why, what's wrong?" Sue asked, guessing the reason with a simple glance of her trained medical eye, "wait...oh my god..."

"Yeah," Jean nodded, giving off a very tired sigh, "the baby's coming."

 **Peter Parker:**

I was once again in my own mind. I stood in the middle of my memories, the city of Earth below and the infinite vastness of space above. Each planet I visited had a building dedicated to it, floating around in the air above, inside of each palace were every single strand related to my time there.

I turned, my eyes landed onto the park in the middle, where my mental image of Thor's powers, Mjoner, stood. I floated down, my mind rumbling, the world growing brighter and brighter, something must be happening outside, whatever, I had to focus on this.

I saw the hammer and I reached out. Suddenly, my arms morphed, my gauntlets appearing in place of my empty hands. I reached out and pulled, the hammer didn't seem to weigh a thing.

A surge of energy entered my body. A rush so drastic that I couldn't even begin to explain how much energy flew through me. It was enough to send my entire body a-buzz. My arm vibrated and suddenly, the mental image of Mjoner vanished and in their place, my gauntlets began to spark electricity.

I created a link between Thor's energy in my body and the gauntlets. First step, success. But there was another energy source in here, one which was much more powerful, which I specifically asked Entri to check if these gauntlets could handle them.

I turned to the Dark Tower, to the lightning bolts pinned underneath the tower. Jean's first act with the Phoenix Force, her act of saving me which eventually resulted to her eventual kidnapping. To having my daughter's life endangered.

I won't let that happen again, my weakness won't put people I love in danger. So I flew to the lightning and without thinking, grabbed on bolt and ripped it free from the tower.

KRAKOOM!

The lightning came into me like a torpedo.

I wasn't prepared for it. It curled into my body, into my very soul. The energy it gave off, the gauntlets weren't able to absorb them all. So much was being leaked out, hitting my very soul. I could see everything inside myself and outside, reality began to morph.

Was this what it meant to be an Omega level mutant? To see reality in such a way that mortal or divine could barely relate? What was I now? Was I human? Was I devine? Was I nothing more than molecules collected and then slowly breed to act and believe that I was destined for something more than that?

I wasn't was I? I was just...dust, space dust battling other space dust, fighting, dying, living, none of it mattered, all of us, we were all so...so...point-

An orange flash, the last of the lightning bolt came free with it an ember from Jean's powers. I saw it, a flash, but I saw it. I saw Jean, I felt her. And slowly, the dust began to form into an image.

An image of home, of people I knew, of whom I loved. Dust we maybe...but I didn't care. We were more, I knew we were more. We had to be, Hope had to be. I refuse this pessimistic view of life...life...it was only worth living if you lived it, if not then...what was the point?

I felt the lightning by now reach into my core, altering so much I couldn't even keep track. This was just a portion of Franklin Richards power but at the same time it was so much more than just psionic energy, I could feel it. It was...it was something else entirely.

It began flowing through my body and into my memories, sinking into the ground, into my soul. I felt things around me start to morph, the world twist and turn into different shapes and forms. Into a mangled form of what it once was, before I finally managed to gain control.

A second of clarity, that's all it took, a second, and I grabbed the tail end of the lightning and pulled, pulling it like a bull ranger would, forcing it back into myself and into a ball. The city slowly returned to normal and the ball began to try and break free like a ball of sand.

I needed something to stick this together, something to keep it from breaking apart and destroying everything again. I needed...I needed...magic.

My magic. My...Web magic.

The Web of Life, a magic I barely knew anything about, barey knew how to learn and wasn't foolish enough to try. I knew one thing, how to channel a sliver of a fraction of its power into my eyes, maybe….

I closed my eyes and slowly the energy began to leak through my hands into the ball. The ball began to condense, I saw the light died down, slowly taking form. Blue energy with cracks filled in with gold.

Like marble, like pure marble.

I opened my eyes and found myself lost in space. I was back to my real body, my body burning from the very energy it was giving off before I gained control. I looked down, my gauntlets were still there, electric blue shining through uru grey. Yy UMF suit however was gone, replaced by something else. The armour Eoffren and I designed.

The suit was a mixture of leather and metal. A red vest with metal plates running down the chest in the shape of a startling white spider with two legs stretching over my shoulder and two around the dark sides.

I had a raised black collar framing my neck, dark chainmail running down my arms like the ones around Thor's own hands and black leather pants covered my legs, a red line coming down the side, not changing until the soles of my feet which were red.

I had a mask over my face, all red with the leaf-like eye lens all my suit's have. The spider on my chest had disks on the upper pectoral and two more on my sides, arcing the spider's legs around it. The third set was on my belt which was bright red, thick with several tiny linked metal panels running around my hip.

I felt...powerful. The energy the gauntlets gave, the way my body felt, it was pushing me to the very peak of my body's capabilities. This was it, this was the strongest I've ever been, strong enough to do what needs to be done.

I was floating in the middle of space, for a second, panic sank in. I wondered why I didn't die, before I realised...I didn't need to breathe anymore. The energy inside of me, it was...it was fueling my body, doing the work my oxygen did.

It felt different, off in a way, like an off-brand cup of nutella, but it would do. I looked around and spotted off in the distance the station of Nivadeviller. I needed to get there...I needed to fly there.

I wanted to test my powers out, I needed to see what I could do. I extended my arms and blasted forward. In was flying through the air I think I would have passed through the speed of sound several times over by now.

I lost control within the first twenty seconds and crashed right through the hull of the space station. I landed in a crater. The dwarven residents quickly gathered around the creator I had made.

Lightning I produced unconsciously sparkled out of my body, the breath of air I took flooded my senses.

"Peter?" I turned, Thor and Angela stood at the crater's edge, looking down at me in awe, "I thought you dead."

"I'm not, not yet," I reply, stepping forward, walking out of the crater, "how long was I out?"

"A-a few days," Thor replied.

My eyes winded, "did you tell the others what happened to me?"

"No I...I did not know how to break such news," Thor said slowly, I smelt the stink of a drunken night's drink on his breath. He had gotten drunk to mourn me, he does care.

"Well then it's a good thing I'm not," I replied.

"How can we be sure you're really you?" Angela asked, "the amount of energy you were giving off the moment you put on those gauntlets, no mortal should have survived that, help, Thor and barely touched you and we ourselves took a day and several elixirs to fully heal."

"There is one way," Thor said, quickly taking out and holding his hammer. I reached out and without a second's thought, grabbed it by the handle, lifting it out of his grasp.

KRAKOOM!

The hammer began to practically shake as my own power was channeled through it. I handed it back to Thor, turning to Angela, "if we're done, it's time to move. The Shi'ar Empire might have already made a move," I turned to Entri, who had just joined the crowd, shocked to see me alive, "King Entri, I thank you for your work. These are the finest weapons I have ever seen, I would stay to repay the favour, but right now, at the very moment, I have a place to be."

"Oh, I'll say," Entri snorted, "after that botched execution two days ago I hear the Shi'ar Emperor is about ready to kill you lady love."

My head turned slowly to the king, "botched what?"

For the first time, I saw Entri look scared, "e-execution."

"They tried to kill Jean?"

"Yes… but they failed, your friends saved her, or so I guess. I mean, who else, right?"

"When was this," I asked, my blood wasn't boiling like hot water, no, it was sweating like molten lava.

"Four standard days ago," Thor spoke up, "I would have gone to help but I didn't know where they are, no one does."

"If you haven't heard from them then that means they are still in danger...worst case still somewhere D'Ken get them...but if they haven't left for safety yet, then the only reason is...Hope… Jean must have given birth."

I missed it, I had missed the birth of my child. Of my first child. No, not the time. Right now, at this moment, only one thing mattered. I tossed Mjoner back to Thor and walked away.

"Where are you going Peter?"

"A bath and a shave. And then I'm going to wherever the fuck the Shi'ar Empier calls home."

"Why?"

I ignored him and walked away. I heard Angela sighed, "did you really have to ask?"

I took the quickest bath I ever did, wiping away the germs and grim I had accumulated over the week or so I was here. The bath cleansed me, made me feel whole again as for a single second, I gained a peace of mind that I lacked before.

I had a goal, one goal. Save Jean and Hope.

I cut my shoulder length hair into a close sharp cut, trimmed my beard to something a little more than a five-o-clock shadow and turned to my gauntlets.

I slipped them on and activated them. I felt the surge of power inside myself go through them and back into me, allowing me to use now a bigger portion of Franklin Richard's power.

I knew exactly what new power I had gained, it was instincula for me, the knowledge, the ideas that came with it, it was all in here, in my mind. I put on my UMF suit and opened the door to the guest quarters I had used, finding Thor, now looking much more sober, Angela, the Warrior's Three and Lady Sif all waiting on the other side.

I turned to Thor, he shrugged, "I thought you would want the backup."

I nodded, "Thank you...let's go."

"Where too first oh fearless leader?' Frendral asked, I detected a hint of sarcasm in his voice.

"First...I need to get something from my system."

"The one you bought?" Thor asked. I nodded as we walked to Nivadeviller's only space port, "why there?"

"I need to collect something."

"What's that?"

"A message that I intend to send the Shi'ar...a message they won't soon forget."

 **Chandilar, Throneworld of the Shi'ar Empire:**

 **Lilandra's private residence:**

 **Wanda Maximoff:**

She had no business being here. She always thought that. When she left Sokovia to America and then when she left again for HYDRA, she always thought she had no business there. But that was exactly why she wanted to be there.

If she lived her life by where she had to be and who she had to be, then well, she would have lived a weak little girl for the rest of her life. Which was exactly why she always did things she felt she had no business doing.

Defending the world against an interdimensional threat, going into space, fighting aliens in invasion, freeing slaves...she had no business doing any of that, but...well, she did it nonetheless..

But now, this moment, she truly felt like she had no business being here. In this room where mere seconds ago, Jean Grey had screamed so loudly Wanda was afraid the soldiers would hear anc oem knocking.

Luckily nothing like that happened, luckily they had Susan Storm with them, Earth's leading leading expert on genetics and the Fantastic Four's common sense. She was basically over qualified serving as a wethurse.

But it was thanks to her that Jean had given birth with no complications. It was a rush, the last two days. The whole of the first day was spent preparing the house against an invading force and Jean's delivery room for birth.

Sue had coordinated the whole effort, Johnny had taken care of sterilization, Quill got the drugs they would need, which Use specifically asked for. Scott and Felicia helped comfort Jean through the process and Wanda...well Wanda helped where she could.

It was a battle, one Wanda feared more than anyone before. Because if they lost this one, they would lose Jean and a baby...and there was nothing they could do to help. All they could do was stand by and let Jean do her best.

It was like gambling, only someone else was using your money. A crude metaphor, but accurate. Wanda thought she was going to go mad, the birthing process had continued on for what felt like hours, and then just as dawn broke on the second day, Jean's cries ended, and a new one took her place.

Sue was the first human being to hold the baby, Johnny washed her, Scott brought the child to Jean's arms. She cried, hell, they all did, but Jean cried the most. She swaddled the baby for hours, feeding her, refusing to let her alone for more than a few seconds.

She passed the baby to Felicia, because of course she did. Felicia was overjoyed, the way tears fell from her eyes one would think she was holding her own child. She held the child the most after Jean. And then slowly everyone held little Hope, until it finally came to Wanda.

She looked down, expecting to see an exact copy of Jean, after all the whole deal with Angela taught them that an Ember resembled their host mother more than their father, even going as far as all having red hair. But, when she held Hope in her arms, Wanda noticed something different the moment she opened her eyes.

"She has Peter's eyes," Wanda whispered.

"No, they look green to me," Johnny replied, looking over her shoulder at Hope's brilliant green orbs.

"No, I mean...the shape, they look like his...she has his face too," Wanda continued, looking to JEan who nodded.

"I guess in some ways, this Hope Parker won't be like the one we met so long ago in the Baxter building...for one thing she's going to be much older..." Jean struggled to speak.

"You should get some rest," Felicia said quickly, "we need to move quickly tonight, Lilandra said that D'Ken beginning to look outwards for us, so we better strike while the iron's hot."

"I suppose," Jean whispered, drained, "could you-"

"We'll take care of her," Wanda found herself saying quickly, Jean looked at her and Wanda nodded with determination, "so you can get some rest, I promise I'll...we'll take care of her."

"Thank you," Jean replied, closing her eyes and dozing off, her breath steady.

"She's going to be knocked out for a while," Susan spoke up, "from what I can tell she's been through hell. The pregnancy should have killed her, I think the only reason she didn't die was because of the thing inside her."

"The Phoenix?" Johnny asked, his sister nodded, "well I guess it was useful for something after all..."

"When will she wake up?" Felicia asked, "Lilandra said we should leave as soon as we can, preferably by tomorrow morning."

"I can't tell," Sue shook her head, "I don't have the tools to test her but from what I can tell she's going to be in a deep sleep for a while...the best thing we can do is just...let her rest."

"Waaa!" Hope suddenly began to cry, her tiny newborn thorat screaming louder than most older children.

"Oh god, what's wrong with her?" Felicia asked, quickly rushing to the baby's side.

"Jean was soothing her, telepathically," Wanda whispered, she had detecting the psychic link between mother and child, "she's missing that link, that warmth..."

"Could you?" Felicia asked, motioning to Hope.

"I...I'm not her mother," Wanda whispered, gently rocking Hope to no avail.

"You don't have to be," Feicia replied.

Wanda turned out the bundle in her arms and slowly, linked their minds together. It was like bathing into a sea of chanos. It wasn't dangerous or very deep, but it was chaotic. Emotions ran wild, fear, hope, joy, sadness, she was experiencing them all for the first time.

' _It's alright Hope, I'm here,_ ' Wanda sent out feelings of love, warmth, bathing her with memories of spending days under the sun, having a belly full of food, friends, family and slowly...the sea calmed down.

Hope revealed in the memories she shared, her tears stopped. Wanda opened her eyes and smiled, the baby mimicking the action.

"That was amazing," Quill whispered, "you're like the baby whisperer."

"Yeah...I guess I am," Wanda smiled. Maybe...maybe she had it wrong after all. Maybe she did have some business being here.

 **The Marvel system:**

 **One of the 42 moons of the 8th planet:**

Thor, Angela and I stood before the airlock on the spacecraft Thor 'borrowed' from Asgard. With a hiss it opened up into the cold expanses of space and we flew out. I looked down at the satelite I had worked on just a few days ago and didn't recognize it at all.

It had been terraformed by the microbots I had left behind to work on said moon. The entire satellite had been changed, it's surface was still mostly rock, but running across in intricate lines were lines of metal, hinting at the changes made underneath.

In the center of the moon was a large dish, modeled after the Death Star's own design. Around the dish were eight claws, circling the circumference. I motioned Angela and Thor to follow as we floated down the moon's surface, the Asgardian ship with the Warrior's Three and Sif followed behind.

According to the specs on file, the entrance was located right next to the dish. We landed on the very edge on the Souther corner and sure enough a shipping bay was present with it's bay doors wide open.

We landed inside and the moment the ship was locked in the bay doors closed. There was a whirl of energy and slowly the pressure began to normalise and air began flooding in.

"How is there breathable air here?" Angela asked.

"The program was designed to melt ice found on a nearby asteroid and use the released oxygen as an air supply," I replied, "it's not perfect, but it was a decent solution."

"I see, and what exactly is this place?" Thor asked as the rest of the Asgardians walked out of the ship, looking around in amazement at the structure.

"It's a weapon," I told them, motioning them to follow as were exited the hangar bay, walking into the heart of the moon.

The internal structure was nothing to admire, plain blank stoney walls, no lighting even, we used Angela's spear to light the way. I had designed this that such things wouldn't be needed, this place was made for one purpose and one purpose alone.

The long hallway ended at a door that opened up and revealed a massive observation deck with a single chair in the middle. The deck had open windows so that one could look out into the void of space, the chair was made of marble and had wires plugged into the bottom and running off into every corner of the room.

I walked up to the chair and sat down. There was a click and within seconds several hundred thousand holograms came alive around the seat, displaying everything from the energy situation to the oxygen supply to the density of the outer hard shell of the satellite.

"How is it responding?" Volstagg asked, looking at the holograms in awe.

"Behind the walls are switches, intricate designs," I typed away the commands and the wall to the right were lowered, displaying several switches and levers hidden behind the walls, "whenever I walk into a room or need to activate something, I use my mind to feel out and tap the correct sequence in order to issue a command."

"But how do you know which one is the right one?" Sif asked, "there must be a hundred of them in this room alone."

"Simple," I pressed a holographic button and typed in a twenty digit password, "I designed the place, every knock and cranny. I know it like the back of my hand."

There was a large creaking sound as a pedestal came out of the ground from behind me. Lowering from the ceiling directly above it were several thick metal covered wires, each capable of conducting enough energy to power a country.

I got up from my seat and reached into my bag of storage. I slowly pulled out a metal sphere and placed it on the pedestal. The Asgardians watched as the wires moved like they were alive and stuck themselves against the orb. For a second, nothing happened, and then, the orb began to glow purple.

Thor's eyes went wide, "Peter, is that-"

"-The Infinity stone of Power," I replied as the stone was pulled up into the ceiling. Suddenly the entire satellite began to shake, it was coming alive and I quickly took my seat again, "I have smaller reactors around the system powering certain key functions, but to use this station properly, well, I needed something with a bit more 'umph'."

"How did you find that?!" Thor asked as he and the others gathered around the throne and held on for dear life.

"Thanos was after it. We stopped him and kept it for safekeeping," I replied as I inputted several commands into the system.

First I ordered the microbots, all of the newly constructed ones, to gathered on the part of the moon that was directly behind the satellite dish. Once they were all there I flipped a switch and with a large rumble, the entire back of the satellite unlocked, floating away, revealing a set of giant thrusters underneath, each the size of a country.

"How did you make this?" Angela asked as they all saw the holographic simulation the throne was playing for me, "it must have taken decades."

"For mortals, yes, but if you used robots, then they don't require rest or pay. And if you also happened to make robots that can replicate indefinitely then the possibilities are limitless. I kept it simple enough though, there wasn't enough time. Other than tunnels and the internal circuitry, there wasn't much to build. Well, other that the weapon the heart of the ship...and the engine."

There was an earthquake. By now the dislocked surface of the planet had gotten far enough away that I could activate the engine without worry of damaging the microbots that was on the floating rock.

They began to whirl to life, slowly growing louder and louder as it was a jerking motion and suddenly the whole satellite began to move forward. Slowly it pulled against the gravitational force that kept it in orbit, the engines peeled it forward as I began completing thousands of system requirements to keep the whole thing in one piece.

And then, slowly, it began to turn.

"How are you doing this?" Sif asked, "the energy alone-"

"That's why you used the Power stone, to power it's system," Thor realised, making everyone turn to me in understanding.

I nodded, "yes...exactly..."

"So, it can fly?" Angela asked.

I smiled, "it can do more than fly. Initiating warp in three, two, one and…." I hit the enter button just as the satellite turned to face way the Marvel system. A giant tear in space appeared before us and in a quickly zip, the satellite bolted through the gate.

 **Chandilar, Throneworld of the Shi'ar Empire:**

 **Royal Palace:**

Lilandra knew something was wrong. D'Ken had summoned her into his private chambers, she knew something must have happened.

The guards opened the doors and motioned her in, she tried to get a read on them but they had the neutral facade that all guards had. When she stepped inside the doors shut behind her, her body jerked a little, fear seeping in.

"Come on Lilandra," D'Ken said as he sat behind his desk, Vulcan to one side and Gladiator to the other. The former looked conflicted, the latter looked broken. Lilandra knew then and there she had been found out.

She walked forward, "brother, why did you summon me in the middle of the night?" her left hand reached into her robes and clicked the distress beacon she had, the Phoenix and her child were no longer safe.

A screen came alive on D'Ken desk, the emperor looked at it, raised an eyebrow, "I'm afraid the distress signal you sent out won't help anyone Lilandra. This room has been installed with a signal jammer."

Lilandra's skin went cold, but she maininted her look of clam, "you certainly have become paranoid brother. And it wasn't a distress signal, it was just a message to my assistant to-"

"-Enough with your lies!" D'Ken roared, jumping to his feet and glaring viciously into her, "you betrayed me! You betrayed our whole empire! Traitor!"

Gladiator was by her side in a second, an arm on her shoulder. "Do not resist."

"Don't touch her!" Vulcan cried out, his eyes glowing yellow.

"Shut up boy!" Ken's arm swung, slapping Vulcan across the face, "she's not family! She threw that title away when she helped release that monster! The bitch deserves nothing but death!"

"This isn't what we agreed!" Vulcan turned to D'Ken, "you promised she wouldn't be harmed!"

"Vulcan, you?" Lilandra looked shocked, "how?"

"The boy is more clever than you think," D'Ken said, sounding almost proud, "he realised it must have been an inside job and immediately suspected you. Searching your chambers found this," D'Ken took out the jammer Lilandra used on the halo, tossing it on his desk, "it was a foolish thing Lilandra, not even properly disposing the evidence."

Lilandra knew right then she was done for. She knew her death was all bus assured. So she did what was natural, she smiled, "well...I was meaning too but appearances had to be kept...I had planned on disposing it when I go home… you will not win D'Ken, you heartless-"

"-Shut her up," D'Ken snapped his fingers, Gladiator covered Lilandra's mouth, "take as many troops as you need and attack every single property she has. She didn't have much time to plan this so she couldn't have prepared an off site place for them."

"Yes, my Emperor," Gladiator bowed, walking out with a bound Lilandra.

D'Ken turned to Vulcan, "you did well boy, but next time you speak out of turn I'll cut your tongue out," he walked away from Vulcan, the latter's heads hanging in shame, "go, celebrate with some woman, the coming morning, you'll see just what happens when someone crosses my will."

As D'Ken left, Vulcan could only ask himself one thing, 'what have I done?'

 **Lilandra's private residence:**

It had been a day since Jean fell asleep and she was slowly starting to look better. Sue kept a constant eye on her and the others helped keeping Hope in shifts, though Wanda and Felicia insisted on the maximum watch time.

It was now the early morning hours, the two moons of Chandilar were out and Scott was the one awake on baby watch. He was slumped in the chair to the side, struggling to keep his eyes open. He really wished Peter was here, taking care of his baby really should be the dad's job, not the dad's friend's job.

It was a quiet night, in a few hours the morning would come again and they would have to move, hopefully Jean would be awake by then.

Scott looked out the window, his eyes locked into the horizon as surrounding the mansion they stayed in was nothing but forest, Lilandra said it was a summer retreat home of her so it made sense.

It was a quiet place, nothing but them and the world and….somthign felt wrong. Scott got up and walked to the window, he opened it and looked outside. His eyes narrowed as he heard...nothing.

No sound at all, not even the rustle of leaves, which when surrounded by a forest was a difficult thing to happen. It was almost like-

BOOM!

The force field surrounding the mansion came alive as a ball of plasma hit it, hard.

"Wa!" baby Hope began to cry, Scott ran to the crib and picked her up in his arms, running out of the room, just as Felicia almost ran for them.

"What the hell just happened?!" Scott asked, trying to lull Hope back to sleep.

"We're being attacked!" Felicia replied, "my suit's AI said several ships just suddenly appeared over the horizon and are firing at us! They found us, come on!"

Scott followed her as they made their way down to the basement, "did Lilandra sell us out?"

"Why would she? If she did she would be just in much trouble as us," Felicia reasoned, clicking her teeth, "they must have gotten to her. Come on!"

They ran to the stairs, where Wanda came bursting through with Jean floating behind her, still asleep. They ran to the basement, all of them, by the time the forcefield broke down the had reached the darkened cell, Felicia locking the door behind them.

"What now?" Quill asked as he and the others got ready for a fight.

"Lilandra told us a secret exit in case of emergencies," Susan explained, quickly running to the far wall, feeling around with her hands, landing on the right square. There was a click as the wall came down, revealing a deep tunnel on the other side.

They ran, Scott's grip on Hope tightened, he was afraid to even think about what they would do if they found the baby. He heard about the mural of scalps in the prisoner the Shi'ar Empire had for Embers, he won't let that happen to her, not on his watch.

The tunnel eventually ended at a ladder to a manhole cover. The climbed up, Jean and Hope were given special care when moved, and they found themselves in a bunker with steel doors and a van.

Climbing on, Johnny took the wheel and once everyone was inside he burst through, exploding through the gates and hitting the sky. Scott looked over, they were miles away from Lilandra home and the military forces.

"Where now?" Johnny asked Felicia.

The silver cat looked unsure, after all their plans had gone to shit. She bit her lips, "a port. We steal a ship and get the fuck out of here."

"The only place we can get a ship is probably the city...where they would be sure to find us," Wanda argued.

"We don't have a choice," Felicia replied, "the longer we stay here the more dangerous it is...we have to leave, we'll just have to take our chances."

They didn't like it, but it was the only option left. So Johnny flew them into the city, keeping low and doing their best not to stand out. Over to the south, Johnny noticed a spaceport and quickly brought the van down.

"Waaa!" Hope began to cry the moment they stepped out.

"Come on Hopey, not right now," Scott begged, holding the child in his arms, failing to get her to stop.

"Here, let me," Felicia took Hope, managing to quiet her down with a gentle sway, humming and softly patting her head. The cries slowly went down, much to the amazement of everyone around.

"How did you do that?" Johnny asked.

"Just good with kids I guess," Felicia shrugged, looking down at Hope and smiling.

"The morning is coming up," Gamora quickly motioned to the sky which was slowly changing colour, "we need to move now."

They agreed and as quickly as they could, with Jean made invisible by Sue, rushed to the port. The guards there were yawning, tired, clearly having been working all night and ready for a gaurd change. They never saw them coming.

They were blasted away, taken out before they could sound an alarm and the other ripped through the gate running out to the runway, looking for any ship that would take them out of this place.

"There!" Felicia pointed to a small scout ship that resembled the Starjammers design.

They bolted to the ship, but just before they reached, Scott screamed, "stop!"

BOOM!

A yellow beam of energy obliterated the ship. They turned and Vulcan was seen slowly descending from the sky, and behind him, Gladiator.

And almost as if the explosion was a call to act, the entire previously empty air field began to fill with Shi'ar soldiers. The infantry came from the hangars, arms with guns. The airsupport came out from behind tall buildings they were hiding behind and leading them all, was a levitating platform where D'Ken and a dozen men stood. A bleeding and injured Lilandra kneeling at his feet.

It was a trap.

"Capture them, alive," D'Ken ordered with a voice that was barely above a whisper, "do not harm the child and look for the mother. She should be around somewhere, they would not abandon her."

"Gabrille don't do this!" Scott began to plead, "the child is innocent! She literally has the same right to live as you or me!"

"Step away from Scott, I don't want to hurt you," Vulcan said in a broken voice, his hands clearly trembling.

"If you do this, you become no better than the man who killed our mother," Scott spat back.

"My prince?" Gladiator asked, confused.

"Do it boy!" D'Ken growled.

Vulcan turned, his glare leveled at the Emperor, "my mother...did you kill her?"

D'Ken didn't even acknowledge him, turning to Gladiator, "bring me the baby Gladiator!"

"Yes, my king," he turned and flew, his form blurring as he suddenly appeared in front of Felicia. "Give me the child and I will not hurt you."

"Fuck you," Felicia hissed, pulling away as the other came between her and Gladiator.

"Very well, have it your way," Gladiator swept his hands, throwing the other away like they were flies. He walked forward, his hand reach for Hope, Scott was about to blast him, when at the last second Gabrille Summer's appeared beside Gladiator and grabbed his outstretched hand.

Gladiator looked as Gabrille, "my price-"

BOOM!

The sound of the punch made Hope start crying again. The explosion of energy around his body sent Gladiator flying into the sky. "You will not have another weapon to manipulate, you will not ripe another child from it's home," Gabrille stood, the others slowly coming up behind him.

"So it would seem my whole family is surrounded by traitors," D'Ken hissed, kicking Lilandra, "I know this has to be your influence, bitch. What did you say to poison my son's mind?"

"He's not your son! He's my brother!" Scott roared.

"And who might you be?"

"Scott Summers, son of Corsair and Katherine Summers, the woman who you murdered and the brother of the boy you ripped from her womb!"

For a moment D'Ken was silent, before he looked at Gabrielle in dismissal, "of course you're related to Corsair, that man...I should have never taken that deal you whore mother proposed. But she did give me a useful pawn because of it, only now you've run your use as well. Gladiator, kill the prince and the rest. I wanted to keep them alive for interrogation but this seems pointless now. I'm sure the raptor will come to us eventually."

"My Emperor?" Gladiator asked, confusion on his face, "y-you wish for me to kill Vulcan?"

"He's not Vulcan, didn't you hear? He's the son of Corsair, our enemy. Kill him, now," he replied, his orders of dismissal for the boy he raised as his own son were deaf to mercy. It was a command, and Gladiator knew he had to obey.

So he turned and looked to the small team before him. Gladiator sighed, he whispered, "I'm sorry." He gathered his energy, ready to launch forward like a torpedo, when suddenly a soldier cried out.

"What the hell is that?!"

They all looked up, they looked up and they saw it.

A giant orb that came in front of the rising star that was half-way up the horizon at this point. It eclipsed the star, bathing the world in darkness.

"What is going on?! What is that thing?! Someone report!" D'Ken cried out as suddenly the communicator on his wrist light up, displaying a hologram of a man wearing a red mask with black leaf like lens for eyes.

"Are you D'Ken?" the man asked. The voice came out loud and clear. Almost at once everyone turned to the video and those who recognized him had a smile bloom across their faces.

D'Ken looked confused, "I am Emperor D'Ken, yes. Who are you?"

"So you're the guy who's been trying to kill my daughter and her mother huh? I see, nice to finally put a face to the name. And may I say, what a disturbing face it is. Did your line descended from eagles or something because that nose is hooked like hell."

"I'm sorry, but do I know you? How did you get this frequency?"

"Well to answer the second question, I hacked into your network, easy to do if you're me. And as for the first...well, I'm the nightmare your people will talk about for the next half-dozen generations. You think the Phoenix did you wrong? You think you have seen the worst punishment is death by fire? No, it isn't. Keep your eye to the horizon Emperor D'Ken, Emperor of slavers, and don't blink."

 **Two minutes ago:**

"Incoming transmission! It has the Spider's identification tags!" the bridge communication's office called out.

"What does it say?" Bill asked, his head turning to the screen before them. On it were just two words:

' **Code: Assemble** '

"Everyone! Get ready! If he's coming here then that means we are finally going in!" Carol called out as everyone who was asleep got up fast, arming themselves and getting ready for anything.

"Ma'am, something is coming out of warp space right next to us," an officer cried out, "something massive."

A large shadow suddenly appeared over their heads, the jaws of several people dropped as they saw it move past them.

"What the hell is that?" Bill asked, terror striking his core.

"He did it...son of a bitch did it," Carol whispered.

"Carol...did...did Peter," Bill asked, Carol nodded. They looked at the object, disbelief on their faces.

Logan was the first to recover, "follow behind that thing, now!"

"A-aye aye sir!" replied the pilot as the whole fleet began to move, following behind the literal moon sized ship.

At that moment the Shi'ar fleet began to move, they had obviously noticed the new object in their planetary system.

A squadron of flyers came out of one of the warships making a straight line right ot the satelite Peter was apparently inside.

"We need to protect that ship! Move to intercept!" Carol cried out.

"Ma'am! The Spider's given us orders to wait! He says he got this!" Carol clicked her teeth but nodded, eager to see what was going to happen.

"They are using bombers," Bill noted, recalling the ship design, "if they get to the surface of Peter's ship-"

Bill's words died in his mouth as the tower's surrounding the main dish on the satellite's surface began to light up. They fired a multitude of purple energy beams that swept through the swarm of ships, cutting them apart like a hot blade through butter, even two warships of the Shi'ar armada were caught in the blast, destroyed in seconds.

There was no explosion, no fire. Nothing. It was like one second they were there and the next, gone.

"What type of energy weapon was that?" Carol asked, "I have never seen anything like that."

"That scanners are able to pick out something. It seems to be...antimatter," a silence feel over the people at the claim.

"What's that?' Logan asked.

"It's...it's something that can destroy matter upon contact, unravel them to a subatomic level," Bill explained, "that's why there is no debire left...they were wiped out of existence."

A few pilots survived the hit, but their formation was broken. They turned around to retreat and Peter made no show to stop them, pressing the advantage and moving further into the system.

"H-how many?" Carol asked.

"We can't tell ma'am, there was too much energy, the antimatter readings are blocking our readings," the helmsman replied.

By now the other ships in the Shi'ar fleet had mobilized, standing between Chandilar and their fleet. Bravely ready to defend their home.

For a few seconds, the satelite did nothing, just standing in place, before it slowly angled away from the Shi'ar fleet and Chandilar. Carol had Avenger's fleet get out of the way as the moon's began to point it's giant weapon dish not at the planet, but that their sun.

The Shi'ar knew something was going on, they quickly engaged fighters and sent them hurling at the moon. Carol was about to bring out flyers to protect Peter again when she received another order to stand down.

The surface of the moon began to get bombed, hugh chunks of it was flying away. Slowly the dish began to glow purple. The swarm began to target the dish but by now the energy around that area was so strong their own beams was just battered aside.

And then, it happened. A moment the whole galaxy would hear off in a few days time as a story and the whole universe in a few months time as a myth. Like a lance of purple, a beam of energy shot out, bursting out of the planet and deep into space.

It moved as fast as light, it took seconds for it to reach the star's surface. Purple mixed with yellow and began to swarm attack the plasma inside it. It was akin to watching a bucket of yellow paint mixed with a tub of purple.

The beam of energy acted like the eye to a drain. It pulled the plasma of the star into it, the antimatter energy beam neutralizing the matter into nothing, pulling more in to replace what was lost.

The star was being sucked into itself, until finally, nothing. A little bit of the antimatter energy shot out into space, hitting and disintegrating a portion of the asteroid belt at the edge of the system.

The system was dead. It's planets instead of a circular orbit would now travel in a straight line, like a spun bolo that had it's string cut. The momentum would carry them forward for a while, but in a few days time, they freeze to death.

"What did he do?" Carol asked, horror in her voice.

"What he had too," Logan replied, though he didn't look very understanding either.

 **Chandilar's surface:**

The star was gone. It had been reduced to nothing, literally nothing. The morning had died before it began, leaving them all under the cover of darkness.

"What did he do?! What did he do?!" D'Ken cried out, turning to the intruders who were clearly his allies, "what did he do?!"

They were silent as well, not saying a word.

"M-my Emperor, we must order an immediate evacuation!" Gladiator called out, "we must leave this system immediately! He might turn that thing on us next!"

"No, no he will not," D'Ken turned to the baby and the terrans, "as long as we have them, he won't dare fire on us! Capture the child! Alive!"

Gladiator moved quickly, rushing for the baby first, only to have Gabrille grabbed his arm at the last moment and push him away. He got ready to blast the prince aside, all previous loyalty for him forgotten, only to be blasted on the side by a red energy beam.

Scott's optic blast ent Gladiator flying away. Immediately the rest of the army charged, all of them blasting at them.

Wanda stepped forward, ripping the ground out and placing it before them as cover. She turned to Felicia, "take Hope and run!"

"But what about-"

"-Go!" Wanda cried out.

Felicia didn't argue, turning around and running away. They stood back, Sue and Wanda doing their best to put up barriers. The soldiers didn't fire at Felicia, in fear of hurting Hope. They began to cover her, only for Felicia to activate the stealth function in her suit and slip away, her arms covering and hiding Hope.

They began blasting at the surrounded Avengers, the Summer brothers working in tandem to keep Gladiator distracted, Scott blasting him while Gabrille fought off his punches. When Gladiator tried to take Scott down, Gabrille always got in the way.

It was like they had been fighting together all their lives.

But then, Gladiator had had enough.

He clapped his hands together, the shock wave went out like a tsunami, knocking everyone off their feet, freeing himself of Scott and Grabille.

Gladiator then smashed both fists to the ground causing an earthquake and forming a crater. He looked around, his ears listening, and then, he heard the cry of a baby.

To avoid the shockwave and the following earthquake the thief would have had to jump onto something. Such an action would make a child cry. Which was what Gladiator was counting on.

Before the cry could be muffled Gladiator was at the source, he reached out and sure enough his hand closed in around something.

The cloak dropped as Felicia was picked up into the air with one arm. She covered the crying baby, holding her in her arms, refusing to let go. Slowly the oxygen going to her brain was reduced as she began choking, kicking.

Hope cried, the sound fading to the back for Felicia's mind as she tried to hold on for dear life. Gladiator squeezed harder, Felicia's legs and arms went numb, her arms feel to the side, baby Hope tumbling out.

Gladiator threw her aside and moved to catch the falling baby, when a streak of lightning blurred into him.

krBOOM!

Gladiator had never felt anything like that heat lightning gave off, the power, the speed. His chest was suddenly numb with pain as he felt something inside collapse. His body was already healing itself, like it would, but he felt the pain jolt through his body constantly.

He was panting, his eyes spinning as he looked around, trying to focus, to stop the ringing in his head. He was thrown into the side of a building nearly ten miles away. Thrown through several other towers of metal and concrete.

Gladiator burst out, moving as quickly as he could to the airstrip. And there, standing in a cloak of lightning that radiated out to the sky, luminating the entire darkened land, was a man in red and black. In one arm was the child and the other was helping the woman back on her feet.

He turned, their eyes met, Gladiator felt a shiver go down his spine. The Spider, he was here.

Krakoom!

Lightning roared as suddenly out of the sky a comet of fire and an orb of lightning came flying down to them, followed by a ship that resembled one of the Asgardians armadas.

Gladiator quickly moved towards his Emperor, but all the while his eyes didn't leave the Spider's form. He looked different now, far different than when he last saw him. His armour was different, those gauntlets he wore now, they were dangerous, Gladiator could feel it.

The Spider turned to him and narrowed his eyes. And for a second, Gladiator doubted his skills to keep his charge safe.

He turned to his master, "my Emperor, it is best we leave. There are too many variables involved, we must insure your safety."

"You..you are right," Gladiator could hear the hurt in his voice, but Emperor D'Ken was no fool, they needed to leave, now. Gladiator motioned for the army to move forward and he and the Emperor, along with the Lilandra still captured, moved slowly and quietly away.

The Spider was now with the silver haired woman. He leaned in and whispered, using his hearing Gladiator was able to pick it up, "I'm sorry I'm late. Had to kill a star to set the mood."

"You took your ti-ack," she coughed, rubbing her neck.

The Spider was silent, his eyes stayed to her neck before slowly he turned to the crying child tucked safely in his arms. She was wailing, her lungs so loud they stung Gladiator's sensitive ears.

"Hope," he began, pulling the child in, swadling her, "Hope, it's me, it's daddy," the mask seemed to vanish as the face of a man stricken with streams of tears came out. His hair was cut short, his beard was trimmed, he looked like he shouldn't be more than a few years older than Prince Vulcan.

Was this the man who Gladiator feared? Who he once woke up sweating from a nightmare for? No, he wasn't even a man, he was a child!

"I'm sorry I wasn't here before Hope, but I'm here now," his voice was strained, "I'm sorry mommy and I couldn't protect you, that you had to be born here, so far away from home, but I promise you, one day, I'll take you there, to your real home...where you belong. Okay? Is that a deal honey?"

And to Gladiator's surprise, the baby actually stopped crying.

"How did you do that?" the silver haired woman asked.

"I just spoke to her," the man said with a smile, turning to the now giggling baby, "Felicia, hold her. Keep her safe. I'll end this soon enough and then we can all get out of here."

"You need to help Lilandra," this Felicia woman said, they both turned and finally noticed D'Ken and Gladiator pulling back to the back of the army. The woman scowled, "cowards...without her we couldn't have gotten Hope back...we have to help her."

Gladiator knew he needed to move, he flew in front of Ken's platform and crossed his arms, "I assure you, you will not get passed me again. You'll need an army just to try."

And in that moment, thunder and fire struck the ground, forming a crater into it. Slowly out of the ground walked to more beings that radiated power, both Gladiator knew. The Ember Angela and her brother the God of Thunder.

"I have an army," the Spider replied, marching before the small squadron of people he had by his side. They were so few of them, all surrounded and outnumbered, literally pushed to one corner of the air strip.

Gladiator remembered seeing their faces filled with fear, desperation, but now, now all that washed away. The only thing that remained in their eyes when looking at the literal army they were to face was a look of unrelenting determination.

He stood at the front, as suddenly the dark starry morning gave way to a bright shining beacon. Out from the sky came a woman glowing yellow, wearing a suit of red and blue, the rouge Kree weapon, Vers.

She carried in her arms an orange skinned being and behind him a small fighter ship. More of them had arrived.

Gladiator's eyes went back to the Spider, his mask was back up, his shoulders squared, his arms drawn out, crackling with energy. Everyone grew tense, waiting for the order. Gladiator could see the uncertainty in his own men, they outnumbered them nearly fifty to one, and yet it was his men that looked worried.

"Avengers!" his voice was booming, Gladiator knew every single person heard him. His body began glowing as those gauntlets of his sparked to life, he raised one fist up and called, " **ASSEMBLE!** "

"ARGH!" the Asgardians were the first to join the battle cry as they charged into superior numbers, not a care of their lives.

They charged, all of them, like maniacs, into a field of laser fire and the strongest battalion the Shi'ar Empire had on hand. And the Avengers began cleaving through them like they were not even there.

Gladiator dropped all procedure and grabbed D'Ken, carrying him away in his arms. The man protested but Gladiator knew he made the right call. He looked behind and saw the Spider land where D'Ken was a few seconds ago and tend to the injured Lilandra.

They met each other's eyes and Gladiator knew that before this war was done they both would do battle.

 **With Thor:**

"Come dear sister admit it! You love this!" Thor smiled, tackling into several soldiers and throwing them aside, "you of all people must enjoy seeing the people who allowed your torture getting beaten!"

"I do not love this Thor, I do this to protect an innocent child from death, that is all," Angela replied as she jumped into the air and threw his spear into an incoming aircraft, hitting it in the side and causing it come plunging down into the ground.

She then held out her hand, summoning her spear bac, which ripped out of the hull of the ship, and used it to slash through a small platoon of soldiers. She looked to Thor who held a smug look on his face.

Angela sighed, "fine baby brother, it's obviously I would enjoy justice, I am an angel after all."

"And an Asgardian! That thrill is also from being in a fight for you life!" Thro smiled, throwing his hammer into the air to hit another aircraft and bring it down.

But before Thor could summon it back he was suddenly attacked upon by a large squadron of soldiers that managed to tackle him down with a small fight ship for a single flyer. They pinned him down and began firing.

The blaster bolts were set to lethal, but for Thor it just stung. He was just about ready to rip them all apart in rage, when he heard a crackle of thunder and the familiar think of uru.

The squadron was blasted aside, a swing and the ship as well. And standing over Thor was a companion of Peter's, the Koriban who Thor remember his fellow Avenger mentioned. And in the horse faced alien's hand was Mjoner.

"Here Mighty Thor, I believe you lost this," the alien said good naturedly, helping Thor to his feet and giving the hammer back to a shocked god, "it's a fine weapon, very well balanced."

"Y-yes well, too much weight and you lose power on the swing..." Thor muttered as Bill nodded, turned and then rushed back into the fight, helping Johnny Storm by keeping a squad of soldiers from blowing him out of the sky.

"Did he just..." Angela asked as she landed beside her brother, "I mean, I didn't think anyone other than you or Spider could lift that."

"No...anyone who is worthy..." Thor muttered, watching Bill's form ripping into soldiers, he turned to Angela, eyes wide, "I will need to talk to him after this."

"Aye, I'm sure," Angela nodded, "now let's show these bastards why it was not a good idea to come after a child's life."

"Gladly," Thor nodded, turning back to back with his sister and rushing through the fight.

 **With Peter:**

I landed next to Felicia and Hope, placing Lilandra as gently as I could before them. She was hurt, bad. Tandy, who had come down in the second ship Carol brought with her, came rushing to help, immediately beining to close some of the open cuts on her body.

"Thank you," I whispered, watching her slowly heal, "if you hadn't done what you did I-I don't know what I would have done."

"I-I couldn't let them hurt an infant," Lilandra whispered, "but you took things too far. You destroyed our star. What will become of my home?"

They all were worried or afraid, I could smell it. "Your people have mastered galactic travel, by my calculations you could move every man, woman, child and animal with the ships you currently possess in less than a week's time. You could rebuild in months and while it would take years to establish you power again, there will not be any lasting damage."

"Other than my home dying!" Lilandra spat back.

"Your home was built on enslaving and murdering thousands of other planets! Thousands of other species! Your people are slavers, you may be nobel Lilandra, and I will always remain grateful for that, but your people were willing to watch a pregnant woman be killed and her unborn child slaughtered! Be grateful that I didn't destroy your armada, be grateful all I did was kill your star. If it was anyone less restrained, the moment I can I would have destroyed your empire! But I will not slaughter millions of people for no reason, I'm not your people."

Lilandra looked afraid, I didn't want to scream at the woman who helped save my daughter, but I refused to take blame for doing what I had to do.

"Then would you be willing to stop this battle without bloodshed?" Lilandra asked.

"I would if I could,t but I don't think there is any other way. D'Ken will not stop coming for us, he has to die."

"Or maybe it would be better if my brother lost his power instead?" Lilandra suggested. I motioned her to continue, "there is a ritual called the right to challenge, when one member of the royal family feels they have a better claim than the existing ruler. They each pick a champion to fight in their stead and the winner is given the title of ruler and the loser is banished. Be my champion, defeat whoever D'Ken picked, probably Gladiator, and this meaningless battle will end."

"With you as the Empress?' I asked.

"Yes, with me as Empress. Someone who not only knows how dangerous you are but is more than willing to leave you all in peace."

She turned this situation into a way to gain more power. I was impressed, I'm sure Fury would be too. But, it was a solution and a good one at that. So I nodded, "fine."

"Help me up," Lilandra ordered, offering her hand.

I turned to Tandy who said, "I fixed most of the cuts, but she's note healed. She needs rest to recover."

"I will recover after my people are safe," Lilandra replied. I helped her up, much to Tandy's annoyance, "can you see them?"

I looked around for Gladiator and saw him flying off into the Royal Palace, D'Ken in his arms, heading in the direction of what seemed to e the Royal Palace, "he's running home."

"If he gets there he will have nor reason to come out, we need to make this public, force his hand, call into question his qualifications before everyone."

"I can do that," I reply, turning to her and holding up my gauntlet, tapping away at a holographic keyboard on it, "I'm hacking into the city's emergency system, I'm assuming it's being prepared to tell people to remain calm and that the star would come back. You ready with what you want to say?"

Lilandra nodded, "yes, begin."

"You're up," I told Liandra nodding to her.

"D'Ken! I hereby challenge you on the grounds of incompetence and sheer neglect of moral values upon which our civilization was built around! You have brought death upon our doors! Your actions of attempted murder of the being of life and rebirth, the Phoenix, and the child she carried has caused life to fight back! You are the reasons our lives are being torn apart! For the light on our world to disappear! For these reasons and more, I hereby challenge you for the right to the throne! Come back with your champion coward! If you dare!"

Suddenly the entire city began to light up, several holographic billboard came alive on the side of buildings and the sky, displaying Lilandra's message to everyone in the city, her voice going clear through the sound of battle raging around her.

The message began playing in a loop. Her tone even and embodying rage, clear and obvious. Some of the soldiers who were fighting stopped, clearly understanding the significance of the call.

My own Avengers stopped as well, looking at me, wondering what I was doing. I motioned to them to wait, I turned to the royal palace, and sure enough, D'Ken and Gladiator returned, the former looking pissed.

"You bitch! Do you know what you have done?!" D'Ken asked, roaring in fury, "you blame me for this?! He did this! Not me! I am the only chance our people have at surviving this monster!"

"No D'Ken, we have already lost," Lilandra spoke, her eyes narrowed, "the moment the Spider took his child back into his arms, we lost the only bargaining chip we had to play. Now, I do what I must to ensure our home doesn't share the same fate as our star."

"You-you harlot," D'Ken growled, snapping to Gladiator, "Gladiator! I chose you as my champion in this battle of nobility!"

Gladiator nodded, stepping forward, "this honor I gladly accept."

Lilandra turned to me, "Spider, I chose you as my champion in this battle of nobility."

I stepped forward, nodding and turning to stare Gladiator down, "this honor I gladly accept."

There was a good fifty foot distance between us. By now the fighting had stopped, the Shi'ar army retreating back well behind their lines, pulling away their defeated, while my Avengers stood side by side, ready for anything.

"Then, as the challenger," Lilandra spoke, "I call this battle to begin!"

I leaned forward, my back leg digging into the ground. Gladiator was moving as well. Time seemed to slow down, we kicked off, blasting ahead, the ground splitting behind us from the sheer force.

We collided shoulder to shoulder, a shockwave of air clapping back.

BOOM!

The people around us were knocked off their feet.

Gladiator began throwing punches, I began dogging. I bent out of the way and threw a kick at his head which is easily blocked. He wasn't just strong, he was skilled as well. Trained to be a fighter, probably the best in his galactic empire. But he wasn't trained by the Black Widow.

I caught one punch in a hand lock, rolled into his side and elbowed his side. Something cracked. He moved back, holding what I assume is a broken rib. He kicked off into the air, I follow behind him.

We began moving so fast I doubt even Thor could keep up at this point. Punches, kicks, grapples and throws. Once he managed to catch me by the neck and throw me through several buildings. I rose back out and clocked him across the jaw.

It barely phased him. His hits kept coming, I kept landing every side shot I could. In strength alone he had a slight edge, in skill however I had some moves he had never even seen before.

And then, it began to escalate. He made the first move, blasting me in the chest with an optic blast that sent me soaring across the air and into a nearby ship. The civilian vessel exploded and came down, I heard the cry of people, I turned and could see them, children, I had to help them.

I moved, rushing to the ship, Gladiator must have thought I was going to harm them and rushed to stop me, I don't blame him, he did just see me blow up a star. I grabbed the tail-end of the sinking ship and held it up with one hand. Gladiator came flying at me, I held up my other hand and opened my palm, summoning my lightning.

KRAKOOM!

It hit Gladiator and sent him through a dozen buildings before landing in a crater. I turn to the ship and carefully set them down, summoning a magical circle which sent out a dozen magical beams to extinguish the fires going on.

The people came out and looked up at me, I recognized their awe, I turned around and Gladiator was floating behind me, the middle of his chest burnt off with thunder marks running across his bare chest.

"I thought you were going to kill them," he confessed.

"I came here to stop the murder of my child, why do you think I would do the same regaurdless of their species?" I asked.

He looked around, the city was already showing signs of tear from our battle, "we cannot fight here any longer, too many civilians will get hurt."

I looked up at space, "do you require to breath?"

"No, why?" he asked. I pointed upwards, he quickly got my understanding. He nodded as we both began flying up through the atmosphere. He stopped at the very edge of the horizon and looked to each other.

He didn't have the same look of anger he had before, he almost looked respectful. We took a five second break, before we exploded into each other again.

KABOOM!

His fist his my stomach.

BOOM!

My knee hit his face.

We began fighting again, he hit me with his heat beams again, his fists felt like mountain ready to break me apart with every hit, but I gave as good as I got. I wasn't the same Spider who fell to one of his might blows, no, I changed, and it was time he saw just how much.

His last punch clocked me up the jaw, I spun around and swung my fist, I activated my gauntlet's powers, and something clicked. Lightning surged, nearly blinding light that made it seem like the star came back. I hit him across the jaw and into the dark side of my satellite that was hovering nearby.

He destroyed the a portion of the surface, forming a crater the size of a city where he landed. I pulled back and launched myself to him, both fists held before me. I screamed, though I knew he couldn't hear me.

He stood up and saw me coming towards him, lightning arcing around my body, pure energy I inherited from a god. I threw both hands up and dug his feet into the ground. I came faster and faster until, just when I was about to hit him, his hands grabbed mine and swung me down.

The explosion must have destroyed 10% of the moon's surface as suddenly the broken pieces around us started floating off into space. He drew back his fist and through a punch into my stomach.

Punch after punch came, driving me deeper and deeper into the moon. It was like hammering a nail into a slab of marble. As I began to go deeper and deeper into the moon, more and more pieces of my moon was being broken off and carved away.

When he finally stopped, his fists were bleeding. He was panting, though no air seemed to be coming out, it was instinct. He looked down at me, his eyes wide in disbelief. He mouthed, 'how?'

My suit was perfect, the impact of his hits had no effect on me directly. I looked up at him, now almost fixtures into the ground, and mouthed, 'you shouldn't have stopped.'

My hand exploded out and grabbed his throat. He grabbed my hand and ripped it off, finding pieces of his skin stuck to my fingertips. He was bleeding, but it was a shallow cut, but enough to distract him as my other hand slammed into his chest and I closed my eyes.

It took two seconds for my new powers to kick in, two seconds I had won from Gladiator being too distracted by the five holes in his neck. Two seconds that would cost him this fight.

Energy manipulation. A simple wording, seemingly a common power for an omega mutant to have. But not so underrepresented. What Vulcan could do, it pales in comparison to true manipulation.

The space between my hand and his chest a small ball of energy came forth, all the kinetic energy gathered from the punch he laid onto me. It was fragile, like an egg. I grabbed his hand, pulled him sideways into the ground and pushed him down. I pressed my hand flat against his chest and heard the crack of the egg.

Crack!

 **KRAKOOM!**

The explosion rocked through the entire moon as Gladiator was sent blasting out the other end. He went like a bullet, shooting through space, past the Avenger's fleet and what remained of the Shi'ar armada.

He finally stopped and remained there floating in the middle of dead space, bleeding and broken. His chest shattered and his eyes white.

I flew over and grabbed him. He wasn't a bad man, he was a loyal man to a bad Emperor. I held he carefully as I flew back to Chandelier, flying back to my daughter and the man who threatened her life.

They saw me coming and cleared away. I held Gladiator in my hands, his body bleeding out, his broken form barely held together.

"Is he..." Gabrielle asked as he flew up to meet me.

"He's alive, but unconscious, take him to a hospital, please," I told the third Summer's brother who nodded and took the beaten champion, flying off to get help.

I landed in the middle of the battlefield and turned to Lilandra, "all hail Empress Lilandra, long may she reign," I bowed.

They were silent when one soldier began the chant, "long live the empress!"

"Long live the empress!"

"Long live the empress!"

"Long live the empress!"

Lilandra smiled, her nose turned up in pride as she waved to her people. She stepped forward, with all the poise and form of an Empress of her stature, looked at the startled D'Ken, and claimed, "former emperor D'Ken! As my first order as Empress of the Shi'ar Empire I level upon you the crime of child slaughter and bringing our great empire to the brink of collapse by challenging the Phoenix itself, thereby threatening our lives once more. How do you plead?!"

"Innocent!" D'Ken cried out, pointing a finger at me, "the one who did this was him! He killed our star! And look, his weapon is now gone! Broken in two by his battle with Gladiator! Take my word sister, strike him down, while his weapon he's gone and while he tirs from battle!"

"You fool," Lilandra hissed, "look at them, look at them all. Do you think they are tired?"

And he did, and what he found was the Avengers looked down at him, very pissed off. Carol cracked her fingers, Johnny spun his flames and Thor and Angela gave their best maniacal smile.

D'Ken snapped back to his sister, "don't do this, please, we're family."

"We are, which is why I sentence you to exile," Lilandra replied.

"No," I spoke up.

Lilandra looked at me, "no?"

"No. He sentence my baby girl to death before she even drew her first breath. He dies," I grabbed the back of his head and pulled back.

"Wait-" Lilandra cried, I released one of my stingers and moved to cut his throat open when an arm caught my arm, stopping it.

I snapped back, seeing who would dare, when I saw Jean's smiling face looks back at me. "Peter...that's enough," she whispered, slowly putting my hand down, "you've made your point, they've lost everything. Don't let them paint you a monster, like they did the Phoenix. Please, let's leave, let's take our baby and go. There is nothing worth our time here anymore, nothing but people too broken to ever change."

"J-Jean," I whispered, sliding my stinger back and releasing D'Ken, who ran to his sister, falling at her feet. I turned, Jean smiled, reached up and sealed her lips over mine. I felt that weight in my heart lift, that weight I put on myself the day she gave her freedom for mine, that day Jean Grey gave herself to the Phoenix to save everyone she cared for because I was too weak to step in.

But I wasn't too weak now, I was strong enough to protect her, to protect them all. I pulled away and turned, everyone looked at me, I sighed, "thank you...all of you." They nodded, smirking and grinnin in response.

I then turned to Lilandra, "for the next week we'll secure your borders and keep out anyone who seeks to attack you at this time of weakness. Use that one week's time to migrate from this planet to another in your empire's reach and settle down. Then, from that moment on, understand this, if you ever step out of line, if you ever dip so much as a finger back into the activity of galactic expansion, we will be there. And what happened today will be seen as a mercy. Do you understand Empress of Shi'ar?"

Lilandra nodded, "yes, I do," not a trace of fear in her but her army was bathed in it.

I nodded, turned to my people and sighed, "guys...let's go home."

 **One week later:**

 **Archano:**

"I hereby call this meeting of Spider lovers to accord," Jean smiled, clearing her throat, "as you might have guessed, you are here because clearly you are infatuated with my baby daddy."

"Excuse me, but he was my boyfriend first," Felicia cut in with raised an eyebrow, standing by Jean's bedside.

"Yes well, bite me," Jean smiled, sitting in her bed which Sue had prepared for her once they arrived on the planet. It was in a newly constructed building in the first city built in Arachno had state of the art medical equipment and baby things that Jean would need, all provided by the Brooker as a gift for the newborn.

"Ah, excuse me, but why exactly did you call us?" Tandy Bowen spoke up, looking at the women in the room, "I mean, yeah, we all liked him, but we never did anything."

"Which made some of us nearly insane in the process," Jessica whispered, rolling her eyes.

"I don't think I belong here," Wanda replied, before turning to Susan, "and I would have never thought she belongs here either but...something tells me I'm wrong about that." She looked around at the six women in the room, she really didn't belong here.

"No, you do belong here, you all do," Jean reaffirmed her statement, "everyone of you loves Peter, I know, I can tell."

"Did you read our minds?" Susan asked quickly.

Jean shook her head, "it's nothing as insavise as that. It's like how Jessica is able to smell your emotions, only mine is more...mental."

"I didn't know you could do that," Felicia replied.

"Neither did I but, well, the Phoenix is a powerful thing," Jean whispered. She turned to the metal bracelet she wore, Peter had given to her a few days after they had arrived.

It was made out of Patik, the metal he made, and in the middle of it was the mind stone, which he explained would help her maintain control or at least even the playing field if the Phoenix every tried to take control again. So far it had been silent, remaining dormant after Hope's birth.

Wanda sighed, "okay, but that still doesn't explain why I-"

"Wanda please, I really am not in the mood for this. I just finished feeding Hope and putting her to bed, let's not dance around this, okay? You love him, yes? Good. Let's move on."

Wanda looked like she wanted to protest but just sighed, shaking her head instead. Jean smiled, "good, now, let's address the elephant in the room. We all want a piece of Peter, but the dumbass won't even think about it unless we have a united front in the matter. So I purpose we form a has-"

"-Please don't say it," Felicia sighed.

"A harem!" Jean smiled, summoning an SA and displaying a holographic timetable, "I already assigned days. Any complaints?"

"Yes, why do I get Tuesday, you know no one fucks on a Tuesday! Everyone is too busy working!" Jessica cried out.

"I don't think Peter sees me like that," Tandy spoke up meekly, "I mean, I don't think he would ever."

"Why would you think that?" Felciia asked, surprised.

"Well...why would he when he has you?"

Felicia blushed at the compliment, "look, this isn't about...well I mean...damn it Jean will you help me out here?!"

Jean sighed, "Tandy...it's like this. Peter needs us, all of us. Whether he knows it or not. He needs us to be on his side, always and never give up on him. You could do that as friends, I know, but that's not what you want, you want more, don't you?"

"Well...what about what he wants?" Tandy asked.

Felicia smiled, "if he doesn't wants us, then that's fine. But I'm pretty sure other than Wanda and you he's fucked everyone in this room."

"Yup," Jessica nodded.

"Yes," Sue sighed.

"And I have proof," Jean grinned.

Tandy blushed, "yes well...what if he says no?"

"That's for him to decide," Jean shrugged, "now, any more complaints on the scheduling?"

"Yeah, I have one!" Jessica cried out.

 **In the Flag Ship of the Avengers fleet flying over Archno:**

Carol looked at me, "the one week grace period you gave them passed as requested we are pulling our people from their borders now."

I nodded, "great, how much did they manage to move?"

"All civilians were accounted for, even the poor. Most wildlife present on that planet is gone as well. They are making arrangements to get the rest, but for now the majority of their fleet has gone back to guarding their borders."

I nodded, "good...you want to say something?"

Carol looked at me, her eyes narrowed, "was there no other way?"

"To save Hope? Yes, there was. But I needed them to understand Carol."

"Understand what?"

"That coming after my family isn't even an option a mad man should pick," I replied firmly, "the remains of my satellite has been collected and disposed off into a balckhole. No one will be able to replicate what I did."

"And the Infinity stone?"

I reached into my back of storage and pulled it out, encased in a patik box, "in safe hands."

"Now it is," Carol reached out and took the stone, "I'm sorry Peter, but I can't in good conscious allow you to keep that stone in your hands. I can't...I can't wonder about you going insane too."

I nodded, "I get it...keep it safe Carol, as far as the galaxy knows I have the power stone. If they ever find out the truth."

"I can handle myself," Carol replied, turning away and walking away, "give Hope a kiss for me, would you?"

"Will do," I node, leaving through the ship's airlock and flying down to Archno. I made my way to the small home I had built in the first city being built on the planet's surface and landed on the balcony to my room.

As soon as I walked inside however I heard a baby cry out. I was over to her crib in a flash, removing my mask immediately, looking at Hope who was kicking and screaming up a storm.

"Oh baby, did you have a nightmare?" I reached in and gently pulled out the week old baby into my arms, swaddling her with the gentlest of care. She was bawling, crying her lungs out, but to me, every octave was like melody from the best musician in the galaxy.

Maybe that's why parents don't mind their baby's crying, because to them it isn't noise, it's proof that their child is alive. Or maybe that's just me, I'm just so happy she's here, safe.

"Do you need a change?" I ask, feeling her diaper empty and dry, "no, then how about some milk?" I summon a bottle in my hand and held it up, but she refused the nipple, "alright, alright, fussy little monster aren't Hope? Well then, how about...how about a song?"

For a moment she stopped, her bright green eyes looking up in curiosity. I swear, it maybe personally biased, but this kid is going to be a genius!

I walked over to a comfortable looking chairs and sat down on it, holding her up. She began crying again, but when I opened my mouth to sing, she slowly quieted down.

"Spider-man, spider-man, does whatever a spider can. Spins a web, any size, catches thieves just like that, look out, here comes the spider-man," I sing in the tune of a tv show opening I saw when I was a child. It was spider-man, of course.

"Ha," Hope giggled. I smiled and continued to sing, my little girl giggling and cheering as I changed my tone, laughing in joy everytime I said my moniker. I smiled, watching as she slowly went to sleep as she listened to the same three lines I knew over on repeat a dozen times by now.

I smiled, content. Hope Leia Parker. I had some input on the middle name.

 **Jean:**

"Alright then, fuck the chart!" Jean cried, throwing the SA at a wall, "if you people are not going to be civilized about this then let's just see who he spends time with and go on from their!"

"Hey! No fair, you literally had his baby! Of course he'll be spending more time with you!" Wanda cried out.

"Woman, do I look ready to be sleeping around again?"

"Well...pregnancy does have it's perks" Felicia purred, eyeing Jean's increased bust size.

"Kitten, stay," Jean warned.

"You know what, why don't we just ask him and let him decide?" Susan spoke up, "if we are going to be in this...polygamus relationship then we need to involve him too."

They all turned, nodding in agreement. "So where is he now?" Jessica asked.

"Last I heard he went to speak with Carol," Tandy replied.

"You don't think she and he are..." Felicia asked.

"No, he isn't her type," Jesscia replied, waving off the question, "hey Sexy! Where's Peter right now?"

The AI replied promptly, " _Peter is the bedroom currently, though I suggest you all move there quietly as he is busy._ "

"Busy with what?" Jean asked.

" _A girl,_ " The AI replied.

They all practically teleported to his room, Jean being taken in a wheelchair by Felicia. They opened the door to burst through when they all stopped dead in their tracks at the sight before them.

Peter was curled up in what was increasingly became referred to as his 'daddy' seat. He sat there with baby Hope tucked into his arms, both father and daughter sound asleep.

" _Oh, and the girl I mentioned is Hope. Sorry, I forgot to mention that,_ " the sarcastic AIR whispered.

"Leave it to Peter to program an AI who like pranking people," Susan said, rolling her eyes. The women, as one, moved away, closing the door as they did. They shut the door softly and turned to each other.

They smiled and went back to Jean's room, for the time being at least Peter would have all his time occupied with only one girl in his life.

* * *

 **There we go, the Phoenix arc is over. Peter got Jean back, the infinity stone is keeping the Phoenix is check and Hope Leia Parker is born. The middle name is a references to the fact that is Peter owns a system, that makes him a king which makes Hope a literal princess.**

 **I hope you all enjoyed. I know this has been a long journey but I think I hit all the notes I wanted to achieve. Peter's stronger, has a family, taking on things in the more cosmic scale and so the only thing left to do is sit back and crack open a cold one.**

 **But this isn't life, this is a comic book. So obviously it's onto the next great adventure! Here's a hint, Peter Parker is going to go far from home. Well, technically he's already far from home so...you know what I mean.**


	87. Far From Your Galaxy

**WARNING! SPOILERS for ENDGAME! Maybe Far From Home as well!**

 **WARNING! SPOILERS for ENDGAME! Maybe Far From Home as well!**

 **WARNING! SPOILERS for ENDGAME! Maybe Far From Home as well!**

* * *

 **One year later:**

 **The Lost Space Station of the Shi'ar Empire:**

He'Kor didn't like this. She didn't like this at all. She didn't like the crew she was working with, she didn't like the job and she most certainly didn't like the space station they were salvaging.

"So this is it? The place where they tortured the children of the Phoenix?" the small rodent Gori asked, sniffing the air, "it smells like death."

"Yeah, apparently they also used it to make weapons to kill the Phoenix," the leader of this salvage crew grunted, a tall blue skinned commando named Tox. He was covered with scars and looked mean as hell and he was. He'Kor shuddered remembering the way he looked at her when they first met, she was glad he stopped himself out of respect for her skills.

"Fat load of good it did them," Gori snorted, "got crushed in the end didn't they? Lost a freaking system."

"The Phoenix didn't kill the system," He'Kor spoke up.

Tox raised an eyebrow, "what do you mean?"

"The Phoenix...it didn't destroy the star...the Spider did."

"The Spider? What's that?" Gori asked.

"Not a what, a who," Tox replied, growling, "he's the leader of the Avengers."

"That mercenary group we ran into on Plotex-5? Those boy scouts cost us money!"

"Yup, same bunch of goody two shoes. Which is why it's hard to belive their leader had any kind of balls….I did hear a rumor it was him who destroyed the star, was that true He'Kor?"

He'Kor nodded quickly, "yes, it is. He blew up the star with some kind of super weapon. I heard it from my in-law, apparently he also fought Gladiator and...well, if what she says is true then the rumors around him are true…. all of them."

"You two sound stupid," Gori snorted, "how can one man do somthing like that?"

"Some say he's a God," Tox added, "an Asgardian."

"Yeah, but you know those folks aren't really gods, just take a long time to die. No, whatever happened to that star it had to be the Phoenix's doing, I'll put money on that."

"How much?" asked an unknown voice.

All three of them turned at once, blasters in hand and firing. The figure raised a hand and suddenly a the bolts halted in mid air. Out of the shadows down the corridor two fingers walked out, one dressed in black and silver with a helmet in the shape of a cat while the other wore red and gold with burning orange eye.

The woman in red flicked her fingers and sent the blaster bolts into a nearby wall, blowing it apart. The three salvagers knew they were outmatched the second they saw her. They threw their blasters down and raised both hands and held them up.

"Smart move," the woman in red smiled, turning to the woman in black, "you want to question them?"

"I doubt they know anything," the woman replied, sounding very agitated, "we don't have time to waste Jean, let's just get this over with and continue searching this place for clues."

"Hm...I suppose you're right," Jean sighed, turning to the salvagers, "run to your ship, leave and never return."

"Y-yes ma'am!" they cried out in one voice, turning around and bolting towards their docked ship, not even bothering to grab their weapons. After all, if you met the Phoenix, one of the leading members of the Avengers, you ran. You did not question it, you just run away and don't look back. And if you live, pray to whatever god you hold because on that day, you had meat a real god and lived to tell the tale.

 **Arachnos:**

 **Avenger's Point:**

We were at the top of my personal tower in the middle of the city. The roof was cleared out, there was no one else here but me, my daughter and Johnny.

I looked up at my eyes grew to the size of dinner plates, "holy fu-"

"-Daddy! Look at me! I can fly like mommy!" Hope cried out, flashing her teeth in a smile, a few of which were missing, lost when Hope feel down jumping from wall to wall, trying to stick to the surface like she once saw me do.

"Dude, your kid can fly," Johnny whispered as he munched on a bagel.

"Yup."

"Did you know she could do that?"

"Nope."

"...She's still growing?"

"Yup."

"Is that normal?"

"Nope."

"Huh...good talk," Johnny rolled his eyes before taking off leaving behind a trail of flames.

"Hope, honey," I called out, just a little bit of fear for her safety, "how exactly are you doing that?"

"I don't know, I just did," Hope replied with a smile, throwing her hands out, wide, pretending to be a bird, flapping her hands around, hovering still in the air, "I wanted to fly like mommy and I did! Isn't this cool!"

I smiled, "oh yeah, it's cool." Inside I was a mess. I put up a good front but I was out of my depth here.

One year, that's all it took. My little baby girl grew up in a blink of an eye. And that wasn't just an expression, she literally shot up like a sprout.

She lost all the baby fat she had when she was born. She was thin, but a healthy thin. Her face was just like Jean's, though Wanda and the others insisted there was a bit of me mixed in there too, only I can't see it.

She had her hair cut short, though the red was still bright like fire. She wore a UMF suit in the form of a onesie that was black with a green songbird on her chest and a hoodie in the shape of an eagle's beak over her head.

Accelerated ageing. Words, but by Stan Lee the actual thing was horrific to watch. She was a year and a few months old by now, but physically she was around four or five. God, when she said her first words at month's time I was ecstatic, thinking for sure it was because she was a natural genius.

But when she started to grow I didn't know what to do. And then she started developing powers, at first it was her summoning a jar of cookies and then contacting her mother through her mind.

I pulled my stolen Thriller jacket around myself, I had the UMF suit transform into a simple plaid shirt and jeans with the jacket Kitten stole for me put over it. "Princess," I called out, raising into the air slowly, floating besides her, "can you try moving?"

"I think," she groaned, focusing herself to the task. Slowly she began to move forward, her eyes opened up, "daddy! I'm doing it! I'm-wah!"

She dropped down but I grabbed her before she hit the ground, "woah there princess, still getting the hang of it huh?"

"Yeah, I guess," Hope pouted, "not fair. You and mom can fly, why can't I?"

"Well princess, your mom and I took months to learn how to do that, while you took a few weeks at best, so far I think you have both mommy and I beat by a few years," I grinned, kissing her forehead, "you don't have to worry, I'm sure soon enough you'll be soaring."

"You think?!"

"Oh, I know,' I nodded, landing back to the ground, holding her close, "now, what do you say you and I visit your aunt Sue, huh? I'm sure if you ask nicely she'll give you those lollipops she makes."

"Cool! Let's go let's go!" Hope cried, climbing into my arms like a money, grinning like only a child could when promised candy.

I chuckled, "alright, hold on tight okay?" she nodded as I secured her tightly, taking off into the winds above Avenger's Point.

Over the year since Hope's birth the Avengers I built evolved into something more. We used the microbots I had used for building my Death Star, the ones I left behind in before taking it to war with the Shi'ar. They helped build this place within a month, using resources from satellites that was orbiting the 8th planet of the system. It was a pain transporting it, but I wanted to leave the resources of this planet as untouched as possible, which was one of my goals.

So began the construction of the orbital elevators. It was a tough project to enact, a hobby I found myself deciated most of the free time I had not spent with Hope. I had help here and there, but it was mostly mine.

The orbital elevators had twelve pillars built into the planet's surface with three perpendicular rings around Archno. The pillars were made of nano carbon fibers, flexible enough to be a cable while remaining large enough to serve as a place for an orbital elevator.

The rings around the planet held solar panels and docking stations for our ships, since a year past we acquired many more ships to add to our armada, and obviously any maintenance work or restocking that needed to be done can't be done without coming to the ground, which most of the ships were unable to do.

The orbital elevator in the middle of Avenger's point served as the core for the city's heart. After it's construction the city really began to bloom. There was a platform built around the elevator on top of which the city was constructed.

If there was such a thing as a utopia, I dare say I came close to making it. I took inspiration from New York, Xandar's capital city, the Korbinite's image of home and Asgard. The last one was kind of a personal issue as I wanted to mimic to the closest version of heaven I had ever seen.

The buildings were massive, skyscrapers all around with parks and greenery placed wherever it could be. No land vehicles were used, either aerial ships or personal levitation boards were used. Yeah, that's right, Johnny invented hoverboards, god he was smirking a lot that week he did.

On the ground level we had farmlands, miles and miles of it being taken care of by Korobites, who quickly took the manual labour, even volunteered to do in spite of my offers to let the whole process just be industrialised.

They took a hard stance on it, they said it was a second chance for them, to grow something rather than destroy, Bill made the case and well, I relented.

Things were still coming together, but as far as we could tell we had made something amazing. We had made a home, a safe haven for those targeted by the greater universe, a safe home for my princess.

I flew Hope and I over to the south-west corner of the city, the unofficial science corner of the city. Johnny has his garage overlooking their city edge, Tandy and Wanda shared a monetary which they shared with others who wished to learn magic and most importantly Susan has remade the Baxter building, we shared the lab space.

I landed at the roof and went downstairs. As soon as we entered Sue's lab Hope jumped out of my arms and flew, "auntie Sue! Look what I can do!"

Sue turned, her eyes wide in surprise, "what the-oh my god, Hope that's amazing!"

"I can only hover for now, but daddy said I'll get better," Hope smiled as she suddenly began to drop.

I grabbed her immediately, Sue raised an eyebrow. "She's getting the hang of it," I replied, she noticed my look of concern.

"I see, hey Hope honey, do you think you can help me out?" Sue asked, turning to Hope and flashing the biggest smile she could.

"Sure!" Hope asked, practically jumping out of my arms again and rushing to Sue. The blonde woman took her hand and walked her over other examination table.

Sue made it seem like a game, I guess that's the best anyone can do given the situation. She had Hope play with a stuffed bunny while she scanned her. She made Hope move the bunny with her mind to measure her beta wave output. She did every test she and I could come up with and at the end gave her a lolly to chew.

Hope finished the candy in seconds, my little girl had quite a sweet tooth on her. She and I played around with lab equipment for some time, I showed her how to work a hologram and make her drawings come to life. After twenty minutes she began to feel sleepy.

She fell asleep in my arms and I carefully tucked her into bed Sue had for patients, her bunny placed at her side.

"The sedative didn't work as well as it did the last time," I whispered as I joined Sue at her terminal, she was pouring over the data she had collected on Hope, analysing it.

"She's growing immune, I'll need to mix in a stronger dose in the next batch," Sue held out her hand and I handed her the lollipop. She used Hope's saliva on the stick for DNA, Princess had this habit of biting the stick like a toothpick, something she picked up from Johnny.

"I hate having to drug her," I sighed, looking at the data.

"It's either that or tell her something's wrong," Sue whispered, squeezing my arm gently, "by doing this it doesn't feel like in a lab running tests, but rather playing with her dad and aunt Sue, getting tired as a result."

I grumbled, nodding along. It was logical, but damn me to hell. We waited for a few moments for the machine to finish what it needed to do, the results popped up and Sue sighed.

"What's wrong?" I asked, defaulting to her expertise.

"Her growth isn't slowing down, it's speeding up," Sue admitted with a sigh, "by the time she's two she'll have the body of a pre-teen, by the time she's four she'll be my age and when she becomes ten…."

She didn't need to say it, "can we stop it?"

"Peter I...I don't know," Sue admitted, turning to me with a shared look of concern, "Hope isn't like anything we know. She's have Phoenix and half...well, you. Your DNA is so altered from the standard strain we base our analysis of that we have no say on what can or will happen."

I hummed, pulling up a file containing a blood sample I took sometime before I injected myself with Thor's blood. "I took this sample to check for my system's compatibility with Asgardian DNA. This is the form my DNA strain was in when Jean was pregnant. Can we decipher anything from this?"

Sue shook her head, "your DNA is a mess Peter, I can't make heads or tails of this...Peter if we don't do anything-"

"I know," I cut her off, slamming my fist against the table, hanging my head, "I know...I'm taking her to Asgard, maybe they have dealt with something like this before. At the very least their medical technology is more advanced than ours, maybe-"

"-If you think it's for the best, then do it," Sue told me, quickly planting a kiss on the cheek, "but right now? I think it's best you take your daughter to bed Pete. When's Jean coming back?"

I shook my head, "she and Felicia are still looking through the remains of the space station the Shi'ar used to house Angela, they are hoping to find something about Embers and alarming growth rates in there."

"Speaking of Angela, did she mention anything like this happening to her?"

"No she...she didn't. She said she had a normal childhood, but that could mean anything give she's half Asgardian. She took twenty years to grow to her prime and then her stopped aging. It slowed down by a lot, she didn't track her growth rate though, there was no need..."

"Go to Asgard, I'm sure they can help. But until then, your daughter needs to be in her own bed. And take things slow with her. Her powers are ...well, worrying."

"I can't tell her not to use them Sue."

"She's one Peter, she should be flying. Just… just help her learn control. I'm worried about your many powers will awaken in her, not to mention the boost her latent psychic powers will get from being born from the Phoenix."

"Control, I know…. I know… thanks Sue," I whispered.

"Anytime."

I took Hope and flew her home. It was outside Avenger's Point, I didn't want Hope to be raised in the hustle and grind of a city, and since we could fly distance wasn't a problem.

It was a cottage besides a lake thirty miles from Avenger's Point. The lake was massive and nearly five square miles of it was boarded up. Only I, Hope, her mother and a few others knew about my real home, to everyone else I lived somewhere in the city, they probably thought I lived in the tallest skyscraper there.

The cottage could house twenty people easily, frankly it was more a small mansion than anything but I called it the Parker cottage. Made it sound more like home.

Hope had toys spewed all around the front yard, messy girl. Guess she got that from me. I landed at our front yard and walked in. The security system noted my signature and stood down. The door automatically opened for me as I walked in and up the stairs to Hope's room.

I opened the door, the inside was massive. I had made her room bigger on the inside, all it took was a little magic. And with Wanda's help, I enchanted the ceiling as well to resemble the night sky outside.

I laid little Hope and tucked her in. I was about to leave when I heard a small voice call out, "daddy?"

I turned and smiled, watching her rub the sleep out of her eyes, "hey Princess. You not sleepy?"

"No, did I fall asleep at aunt Sue's again?" she grumbled.

"You did," I sat down at her bedside, "so tell me, did you dream anything good?"

"I dreamt I was going up the walls, like you," Hope smiled, snuggling into her pillow.

"Oh, so you want to crawl like daddy huh?"

"Yeah, do you think I can?" she asked.

I nodded, "I do. You can fly, so why can't you crawl?"

"But flying is easier," Hope pouted, "crawling like you is hard."

"It's not, it's….it's something you feel, you know?" I leaned in close, "tell my Princess, what do you feel when you fly?"

"I feel happy," Hope replied, pulling herself up, sleep forgotten.

"Okay, then, when you crawl, all you have to do is feel brave," I whispered, "like nothing can hurt, like nothing can pull you away from this wall."

"And then I can crawl?" she asked, her eyes once again going wide.

I nodded, "then you can crawl."

"Can I try right now?!" Hope asked, practically jumping on her bed, throwing her covers off.

"It is getting late..."

"Oh come on dad, please?"

I sighed, "alright, fine," I held out my hand and she practically latched onto it. We walked to the far wall of her room, one with the least number of crayon drawings and doodles on the wall and I gave her a nod.

She looked nervous, she bite her lips, chewing on them a little. She reached out and stuck her right hand on the wall. She then placed her left a little high and tried to pull herself up, only for her finger to slide down.

"You can do it, just keep trying," I assured her, giving her a push. To try again.

She nodded, her eyes focused, Jean often said she got the same look I did whenever I was focused on something. Hope does it when she can't figure out why blue and yellow makes green, I do it to figure out how to solve quadratic equations in my head.

She pressed her fingers onto the wall again and pulled, and for a second, she raised herself up before coming back down. I grabbed her by the armpits and held her steady, she scampered like a puppy trying to get on the ground before he hands stuck themselves onto the wall again.

I let go as she slowly pulled herself up. My eyes widened as I watched her get five feet off the ground before she fell back down, though I grabbed her before she hit the ground.

"Daddy! Daddy I did it! Did you see?!" Hope asked, her eyes bright and shining, she kicked her legs in joy, "I crawled! I crawled!"

"I did baby! Oh my god you were amazing!" I gasped, holding her up in excitement, "you did it! Oh I'm so proud," I kissed her cheeks several times, "oh wait till mommy and aunty Kitty comes back they are going to be so happy!"

"Hehe, yeah and-daddy...what's that?" Hope pointed to the ceiling above us. I turned and my eyes widened in shock. Forming above us was a dark cloud of energy that rippled across the space it inhabited.

"No," my spidey senses went off. And suddenly Hope began floating right out of my hand

"Daddy!" Hope cried out, reaching out for me. I leapt, grabbing her and snapped my fingers. Two silver bands around my wrists transformed into my gauntlet's in a burst of lightning which I directed at the hole.

"You can't have her!" I cried out, whatever this is, it was dangerous. I poured the energy, kept going over and over again but we were just pulled deeper and deeper into its reach. I was close enough now that I could feel its energy, it felt like...the Web of Life!

"No, not her," I hissed, whatever it wanted with Hope, I wouldn't let it happen, so I channeled the energy coming out of the portal and pushed it back into itself. A sleight of hands in the energy transfer, making it hurt itself in the process.

But as the energy built up from my act, I knew this wouldn't stop it, nothing was going to stop this. "Hold on tight Princess! Close your eyes and don't look! Don't look!" I cried out as we began rising to the ceiling.

"Sexy, call Susan, tell her what happened," I felt Hope curl her face into my arms as my suit appeared over my clothes, armouring myself, "tell her I have Hope and I'll find my way back! I swear!"

" _Pete-_ " and before Sexy could reply Hope and I were sucked into the giant portal above us, tossed around in what could only be described as a well of black space and shining stars with pools of red and blue all around me.

I began to spin, I looked around as everything went by in a blur. I made sure Hope was still in my arms, her green orbs were open, looking in awe at the lights around us. I looked at the stars and slowly realised something, they weren't stars, no, stars didn't connect with each other through webs of silver lines.

I activated Web Vision and I saw the world around me for what it truly was, wordls upon worlds connected together like a chain. I saw the world I was form, saw other worlds, thousands if not millions of them, and I felt myself being pulled into one in particular.

A ball of light encased us as we began moving faster and faster. I put my hands over Hope's eyes and deactivated my Web Vision, the information I was absorbing was too much. I risked a look out and gasped, seeing a whole universe come at me.

I was so fucked.

There was a sudden shift in the world around us, ripples moved through it and I found another one of those black portals open before me. Bracing myself as we went through I found myself in the middle of the air, falling down a great distance.

I used my telepathic powers to stop myself and began to float in mid air, looking around me. A gasp left my throat as I recognized immediately where I was. Home...New York. I was looking at the city at midday, the sun bathing it's people and buildings with warmth.

The smell of greasy food, the open sewage ducts, the turned over garbage cans...why did I love this place again?

I floated down, looking around in disbelife. I tapped my ear piece, "Sexy? Are you there?" No responce. I cursed, every since Avenger's Point came online I had the AI hosted on a server feild, not hardwired into my suit. Stupid mistake but then again I had planned on staying put on Arachno for the forceable furture not get sucked up into a hole in space and time.

I looked around, right now I was in, probably, another world. Dimentional energy, the Web of Life, it all added up. I was in another world...again…..fuck me. I had no AI, no people, no money, no resources and what's more my daughter was dragged along for the ride!

All I had was a suit made by the craftsmen of the gods, myself and Hope. Someone had to have done this, no way this was a coincidence. Someone was after my daughter and when I find who, what I'll do to them will make what I did to the Shi'ar pale in comparison.

"Daddy?" Hope finally asked, looking up at me, "where are we?"

I removed my mask with a mental command and replied, "we're...in New York Honey, on Earth."

"Earth? You mean the place where you and mommy are from?" Hope asked, looking at the city in excitement at the promise of a lost birth place. She took a single breath and coughed, "I don't like it. It's stinky like uncle Johnny's feet."

"I know honey, I know," I rubbed her head gently. I needed to get us back home as quickly as I can, if there was an FF in this world then Reed or Susan of the world can help me. If not...then I'll have to build a portal. I mean, how hard could that be, right?

But first, I turned to Hope, if we did see other versions of people she knew, she would need to know not to mention anything.

"Princess," she looked at me, "listen...do you remember what I told you about twins?" Hope had asked a few weeks ago when she saw two identical alien girls walking on the streets.

Hope nodded, "yeah, they look the same but they aren't the same. They have different names and different everything."

I nodded, "exactly...and right now, we are in a world where everyone is like a twin of the people we know. So we might end up meeting a twin of mommy, me or even aunt Kitty. Do you understand?"

"I think...will the twin be like you?"

I nodded, "they might sound like me, but they won't be me."

"What if I have a twin? Will you be able to tell it's me?"

I chuckled and kissed her forehead, "I'll always be able to tell if it's you." Hope giggled. I looked around before spotting the fire escape nearby. I walked over to it and carefully designed into the alleyway down.

I had the suit and gauntlets turn into bracelets again while changing Hope's UMF suit into something a five year old would wear, yellow tights, a red sweater and a rainbow undershirt with pink sneakers.

We walked out of the alley and once again I found myself in the streets of New York, though I knew it wasn't the New York I knew. I couldn't help but smile in nostalgia, damn I missed this place.

"Ew!" Hope suddenly cried out, pointing at a heap of garbage, "daddy what's that? It looks gross."

I sighed, downside of living on a planet with no garbage, you don't know what garbage is. "That's...a problem honey," I replied with a sigh, "come on, we need to move."

"Where are we going?" she asked.

"We're going to find a library, to find some information that can help us," I tell her, "daddy needs to find out how to get us home."

"Oh...what's a library?"

"A place with a lot of books."

"What's a book?"

I chuckled, shaking my head, "you'll see"

Hope's eyes were all over the place, excitement clear in them as she saw the city her mother and I grew up in for the very first time. It was all new to her, buses, cars, assholes. One knocked into Hope and kept walking, eyes glued to their phone.

"Watch where you're going!"I hissed back, though he ignored me.

"People are mean daddy," Hope huffed at me.

"Well they all can't be nice like aunty Sue and me," I smiled back, "you just need to push back next time, okay?"

Hope nodded. Sure enough in the very next crowd of people we came into someone tried to push her around and Hope pushed back, just enough to not be thrown aside. She looked up at me and smiled and I smiled back.

As we walked I noticed the way people moved, they looked...excited, most of them did. All of them had this spark in their eye, like they had a new lease on life. I didn't understand it, what exactly happened to make all these people so eager to get to work?

I also noticed quite a few murals freshly painted along the way. Most of them were of members of the Avengers, but a majority of them, surprisingly, was of Tony. Why did Stark gain a sudden rise in popularity?

It took a while to get to the New York Public Library, a long time when you're with a girl who was effectively a five year old. She had questions about everything, what a light stop was, why they were even needed, what a car was, why they didn't just use the shiny lights we used in our cars and so on.

Honestly it was like seeing a princess for a fairy tale get lost in the real world. I smiled all the time, enjoying her questions, something about her curiosity about my home, or a version of it, made me smile.

We finally reached the library and I moved to the computers. Hope looked around in awe of the physical dusty books, her eyes wide in wonder. She gave me a look, I nodded, already knowing what she wanted to do.

She yipped and ran off into the shelves, looking for this mystical artifact called a 'book' her father seemed to know so much about, while said father turned to the computer and pulled up man kind's greatest and most dangerous invention: Google.

I looked up the date, to my surprise it was the year 2023, almost nine years ahead of my own personal time. Damn, future. Well at least I know for a fact I'm somewhere in the marvel multiverse given the murals of Tony and the Avengers I saw outside.

So I began with the first name that came to my mind: 'Avengers'.

I got ten million hits. I pulled up the first image, it was Tony Stark. It was attached to an article published by the Washington Times, the title was simple: ' **His Final Act Avenged as All** '.

"Tony's dead?" I whispered in horror. I pulled the article and read it, apparently in an effort to undo an event the paper called 'the Devastation', Tony Stark lost his life. Apparently he gave his life in the event the Avengers and the collective world government's kept on the down low, all people knew is that he saved them all.

I googled 'The Devastation' and the articles I got from the hit made my blood run cold. The devastation was what humanity called Thanos wiping away half of all life in the universe. This was...I was in the main Marvel Movie Cinematic Universe, I was looking at what's to come after Infinity War.

I didn't get any details on how exactly Tony managed to bring everyone back, some reports actually claim it was the hulk who did it. But one thing was clear, the Avenger's upstate facility looked like a battleground and the few leaked satellite images I could find indicated something big was there.

The images were too grainy to figure out, all I saw was a field of brown, red and orange, but there was no mistake about it, this was the world that the Avenger's avenged.

"Daddy!" Hope called out, startling me out of my seat as I turned to her holding up a big red leather bound book, "look! It's about princesses like me!"

I looked at the book, it was a tome with sanskrit on the surface which red; 'The Scarlet Princess'.

"Hope, where did you get that book?" I asked her with a serious tone.

Hope froze, recognizing the tone of voice, she immediately pointed at a man looking at us from a row of books a few feet away. A man dressed in a fine shining suit with a black shirt and black tie.

He nodded to me, hand held open by his side. I sighed, turning to Hope, "what did I say about talking to strangers?"

"Eh...to not do that?"

"And why didn't you do that?"

"Because…." Hope blushed, she squirmed under my gaze.

I sighed, reached down and patted her head, "it's fine, why don't you sit down and read the book Princess? I'll go speak to the nice doctor."

"Okay!" Hope smiled as she walked to a sitting area nearby, book in hand.

"Oh, and Hope?"

"Yes daddy?"

"No dessert."

"But daddy," she whined.

I narrowed my eyes, "do you want to make it no crayons either?" Hope shut her mouth and quickly ran away, hoping to not make the punishment worse.

I got up and walked over to the man in the suit. He looked at Hope and smiled, "that's a little harsh don't you think?"

"She needs to know talking to strange men isn't a good habit to have," I replied with a shrug, "it's mean, but needed. It's a pleasure to meet you Doctor Strange," I held out my hand, "I assume you detected the energy released in the city when my daughter and I were dropped here?"

"Yes...I did," Strange replied as he shook my hand, "do you know me?"

"I'm from another Earth, parallel worlds and all that. I've met two other versions of you, one was my teacher and the other my fellow student, in that order," I smiled, snapping my finger and summoning a mystical circle before vanishing it just as quickly.

Strange looked down, hiding his surprise well, but I knew the man too well to be fooled, "I see, and may I ask why you decided to hop dimensions? Father daughter field trip?"

I shook my head, "no...I wish it was something so simple," I motioned him to follow as we walked towards Hope, I needed to keep an eye on her, can't risk her talking to some pervert, "we were kidnapped. This portal made of energy from the Web of Life tried to suck my daughter in. I grabbed on and well, here we are."

"Web of Life?" Strange asked, clearly confused.

I looked at him, "you don't know about the Web of Life?"

"No, should I?"

"No...are you not the Sorcerer Supreme yet?"

"No I'm just a master of the arts, not the Sorcerer Supreme," Strange confirmed before raising an eyebrow, "am I in your world?"

"In the first one I visited you were, but you passed the title on to someone else by that time," I told him, "right now though I suppose you are my daughter and my best chance of getting back home."

"I see...getting back to this Web of Life business," Strange prompted.

"It's a multiversal binding form of energy. Highly dangerous and...erratic. It's made from the connected living energy of special individual all over the multiverse, totems. And with it...well, I suppose it makes the Infinity stones look like a rock collection by comparison in certain ways."

"You know about-" Strange stopped himself, cutting his surprise as he looked at me, "who are you? I don't recognize you but you seem familiar to me..."

"My name is Ben Reily."

"I'm assuming that's not your real name?"

"You would assume right," I smiled, "but, yes, you do know a version of me in this world, though don't be mistaken there is a lot of differences between him and me...I think. I don't know enough of this world to be certain."

"I see...totems, what are they?"

"If a human bears the abilities of skills of an animal, they become the totem of said animal spirit."

"So the totems that charge the Web of Life are...Spider totems? Which means," his eyes widened.

I held up my hand, "I'm not your world's Spider-man Doctor Strange. Clearly I'm older and," I eyed Hope, "more mature. I would appreciate it if you didn't mention this to him as it would only make things strained in the boy's life."

"I see...and why should I trust you?" Doctor Strange asked, "you said it yourself, you are not the Peter I know. So that could make you anyone...though I doubt a completely evil man would have a child as pure as her."

I smiled, "Yes, well, she's a blessing...the Doctor Strange I know keeps a list of notable individuals who could harm the Earth. I assume you keep the same list?"

"And if I do?"

"Then you would have also had the Orb of Agamotto analyse the energy levels I'm giving off. You would know that I'm one of the most powerful beings you ever encountered, which is why you have over two dozen students from Kamar Taj hidden behind glamours in every other row."

Strange didn't even lift an eyebrow. I continued, "I admit it took me awhile to notice. Being a parent kind of devieds your focus. But I picked them up the moment I spotted you," I waved at one seemingly empty corner, "hey Wong. Did you lose weight?"

There was a shimer as Wong stepped forward, dressed in civilian clothing, his eyes narrowed. Strange looked at him and nodded and almost immediately all the hidden sorcerer's revealed themselves, dressed to blend in.

"We had to take precautions," Strange explained.

"I understand," I told him, "and I would do the same. But, I also hope this makes you understand just how outmatched you are...and that if I wanted it you and everyone in this city would be dead already."

Strange was silent for a moment before he spoke, "Peter Parker I know didn't even know magic was real until he met me."

I smiled, "I'm not the Peter Parker you know. And please, call me Ben."

 **New York Sanctum:**

We walked into Strange's study, Hope bolted into the nearest seat, ignoring all the cool magical items in the room, and opened up the book Strange had given her and put her nose into it.

While I'm glad she takes after Jean and me for a love of books, there was a little part of me that was disappointed that she didn't even bother looking at all the cool stuff around.

Strange noted her enthusiasm and smiled, "she's an eager one isn't she?"

"First time seeing a book," I told him, "what's the story about?"

"A princess that was dethroned and spent her life finding allies to help her get the throne her father left for her," Strange explained, "I didn't know she knew sanskrit. Did you teach her?"

"No she… she has this chip inside her that translates all recorded languages. I know sanskrit and put it in there...oddly familiar to another language in the greater galaxy. Belongs to a now extinct species, well, I say extinct but in reality they just lost all sense of identity while mingling with other races ..."

"How did you get such technology?"

"A long story Doctor, for another time," I waved off his question, "now, you were just about to tell me you found a way to send me home?"

Strange sighed, his suit shimmered as his usual blue master's robes came upon him while his cloak of levitation came flying out from some corner of the sanctum and wrapped itself around Strange. I noted though he didn't have the Eye of Agamotto around his neck, which was...odd.

"If this Web of Life is as powerful as you say it is, then I highly doubt we can send you back," Strange said, taking a seat and motioning to the one across his desk, "can I get you anything? Tea? Coffee? Beer?"

"Tea, if you don't mind with a little honey, like the Ancient One used to make," I dropped the obvious hint that I knew her as well.

"Of course," Strange waved his fingers and sent out a spell into the kitchen, "so in your world you knew the Ancient One?"

I nodded, "Yes, I do. She was my mentor, well, still is."

"She's alive?" Strange asked, surprised.

"Yes...unlike here," I sighed, rubbing my temple.

"You seem to know a lot of my universe, but you haven been here for what, a few minutes at the most? I doubt a couple of google searches helped you out."

I nodded, "you're right, I do have intimate knowledge of your world, but that's because of my powers."

"Powers?"

"I can tap into a fraction of a fraction of the Web of Life's powers, with it I can see, sometimes, into other worlds. See other possibilities...this world is one I managed to witness a lot. I got up till the point Thanos assembled the Infinity Gauntlet and snapped half the universe out of existence...but if you're still alive then that means you reseversed this."

"...Your are right...we did," Strange nodded.

"We...as in Tony?" I guessed.

"I thought you said your visions stopped after Thanos snapped his fingers," Strange raised an eyebrow.

"Google….so did he do it or Bruce?"

"Banner reversed what Thanos did while Stark destroyed what remained of Thanos and his army."

My eyes blinked, "he snapped them out of existence?"

Strange nodded, "at the price of his own life... "

"...And I assume in the process, the Infinity stone were destroyed?" I motioned to his neck.

Strange reached up and sighed, "yes...sadly...it was a sacrifice that needed to be made."

"Tell me everything. Please."

 **One hour later:**

Hope was sound asleep, half her book finished already. I looked at her, couldn't take my eyes off her sleeping form. Oh baby girl what have I gotten us into?

"And now...five years has passed," Strange finished, draining the last of his tea.

I shook my head, "this world is fucked up."

"Language," Strange hissed.

"Who are you? Steve Rogers?" I smirked, turning to him, "now...you said something about not messing with power beyond our control?"

"Yes, like you said, it was the Web of Life that brought you and your daughter here. I don't think it would do that unless it wanted something from you, here, in this dimension."

I sighd, rubbing my eyes, "agreed...but what? What could it possibly want from Hope? What could she do?"

"Perhaps...perhaps contacting this world's version of you could prove helpful?"

"What for? He's still a kid, practically a child," I sighed, "he's wouldn't know what to do. He'd be just as clueless as me, perhaps more so..."

"You don't like him very much, do you?" Strange noted.

I smiled, "no, I don't. He's...he's not my favorite version of myself."

"You've seen others?"

I smiled, "a few. He's my second least favorite."

"And the first?"

"Let's not talk about that," I waved his question away, "so no help from you, no Reality stone...I'm fucked as far as I can tell… wait, there wouldn't happen to be a Reed Richard's in your world would there?"

Strange shook his head, "the name doesn't seem familiar. Should it?"

"In my world he's the world's smartest man," I sighed, "so no help from the Baxter Foundation as well...fuck."

"You curse a lot for a man with a child."

"She's asleep, kind of the only time I can let loose," I ground my teeth, "Strange, I know this is a long shot but...do you know anything children that grow too quickly?"

"You mean metaphorically or…?"

"How old do you think Hope is?" I asked.

"Five, six?" Strange guessed.

"One. She had her birthday just a week ago," I replied. Strange's eyes widened, "we can't seem to make it slow down or stop or even understand why...I tried everything, science failed me and unfortunately I was in a place where the texts of Kamar Taj weren't available to me. Do you recall anything like that?"

"I don't know...but I can certainly try," Strange replied, "while I do that...perhaps it would be a good idea for you to find out what the Web of Life wants from little Hope and you."

I rolled my eyes, "and how do I do that?"

"...Maybe you should go on a trip?" Strange suggested, "you know, I heard Venice is lovely this time of year."

I raised an eyebrow, he was obviously going somewhere with this.

 **Venice:**

Okay, this might actually be a nice change of pace.

"Dad! Look! Boats!" Hope cried out, smiling as we roamed the streets of Venice. The sun was beating down on us hard, the people around moved, eager to excite themselves from one tourist to another.

I smiled at the excitement in her eyes, "oh yeah? Which one you like?" I payed for the scoop of gelato I got from the street vendor and pulled her along to the water side.

We had changed our suits forms. Hope now wore blue leggings with a white shirt and red jacket while I had a pair of shorts and a hawaiin shirt

"That one!" she pointed at a red and gold boat rocking on the water near us. She turned to me and looked with eyes wide open and beginning, "can we please go?"

I smiled, "alright, we can go."

"I love you daddy!" She reached up to the scoop of ice cream in my hand, "what flavour?"

I showed it, "vanilla."

"I like vanilla!"

"I know," I took a spoon and ate it. I then took another scoop and she looked at it with longing, "what?"

"What?" she looked confused.

"I told you Hope," I narrowed my eyes, "no dessert."

"B-but-"

"-Do you want to make it no crayons?" I raised an eyebrow.

Hope crossed her arms and puffed her checks, "you're not fair! I hate you!"

"Oh? You do?"

"Yeah! You're the worst!"

"Oh, then I guess since I'm the worst you can just stay here will I get on the boat."

Hope's eyes went wide in panic as only a child could when threatened with robbing a good time, "no! You're the best! Please! I want to come too!"

I chuckled, "well, if you say so," I held her hand and pulled her along, crossing over to the port and finding ourselves at the end of a very active que of teenagers who all look like they were on vacation.

I was just about to tune them out when I heard a very loud voice call out, "Peter! Over here!"

My head snapped and standing there on one of the boats was Tom Holland, or rather I should say Peter Parker of Earth- 1999...something. Damn this world has a lot of nines in it's designation.

I looked at the teenagers now and slowly recognized them, brown Flash Thompson, Michele Jones, Ned, oh god Strange you jackass!

"Come on honey, I think we should get on another boat," I told Hope.

"But daddy I want to go on the red and gold one!" Hope cribbed.

"Princess, it's full, I'm sure we'll get another boat soon, okay?" Hope pouted again, I sighed, looks like I was going to have to give her my ice cream before she started crying.

"It's not a problem sir," Ned suddenly called out, the puggy asian kid had a smile on his face as he waved us over, "we have plenty of room."

"Oh, thank you, but we couldn't possibly-"

"-Daddy please!" Hope began tugging on my arm, her eyes looking ready to explode with tears. I tried to say no, I really did, but you try looking into the love of your life's eyes and telling her no.

So with a sigh and great reluctance we climbed on board, Hope rushed to the front with Ned and Michells by her side, Peter was just behind them, while I sat in the way back with Flash, who was busy taking selfies.

I eyed Peter Parker, I found myself split between him and Hope. My little girl could fly so I didn't worry about her falling overboard, plus Ned and Micheel seemed to have taken a shine to her. Peter however seemed to notice me staring at him, he didn't say anything, though he did turn away, clearly nervous.

Damn you Strange.

He was clearly hiding something. He had something up his sleeves...but I knew he was sincere about helping Hope so I can trust him to try and find a cure for her. But that didn't mean he didn't have plans. What does he mean to accomplish by bringing us together?

But I know one thing, Doctor Strange never does anything without a reason too. I just need to figure out what the reason is.

"So why are you in Venice," Peter suddenly asked, breaking me out of my trance.

I blinked, still looking at him, "I'm sorry? Oh, right, well it was business first but now it's more of a vacation for me and the little one."

"Oh, cool," Peter nodded, turning to Michelle playing with Hope, helping the girl splash water from the canal onto Ned. They giggled, I could smell the love rolling off Peter's body.

"You know, you should just tell her," I smiled. He looked back at me, confused, I motioned to Michelle, "trust me, telling her is the easiest part, after that it's all about being consistent."

"I-I'm sorry?"

"I know love when I see it," I reply, "trust me kid, life's too short to be wasting on what if's and what not. Take this time to get to know her better and ...well, maybe a candle light dinner would help."

"I-I-" he began to stammer, blushing. Stand Lee, was I ever so obvious?

Crack!

There came a loud sound as suddenly a small wave across the canal, rocking our boat. My spidey senses went off, something was off. "Hope, come to me now!"

"Daddy, my head is tingling," she grumbled.

"I know baby, come on, I'll help," she walked into my hand and I quickly began patting her head, holding her tightly in my arms, "better?"

"Yeah," she replied. Her sense of danger must have worn off when she realised I was there to stop whatever it was that was coming. Well, it seems my little girl inherited a lot more from me than just sticking to walls.

Suddenly another wave came, the boat began rocking harder.

"Is she going to be okay?" Michelle asked.

"She'll be fine. She gets migraines, I think just the boat rocking too much. We should get on land, please," I pushed a little bit of force in my tone, telling them it wasn't a request. The boatman nodded as he began stirring us away from the shore, just as another wave hit, this time stronger than before.

I turned to Peter, his eyes widened, he got it too. There was a rumble as slowly a large pillar of water started to rise out of the canal water. The ground began to shake, the pillar began to grow bigger and bigger until it stood at a towering height above all buildings around it.

The pillar began to twist, transforming it's water into arms and a head.

"What the hell is that?!" Flash Thompson cried out.

I narrowed my eyes, "Hydro-man."

* * *

 **So basically it's far from home. Literally... so yes I am doing a version of Spiderverse, with Hope coming along. Think of it as a father daughter bonding time.**

 **Also I released I haven't done much world building, but I figured mentioning all that information now and then spending the next few chapters in other world's where such reputation holds no value would be pointless. So world building and seeing more on how Peter impacted his galaxy will have to wait for later.**


	88. The New A-Team

**Possible Spoilers from Spider-man: Far From Home!**

 **Possible Spoilers from Spider-man: Far From Home!**

 **Possible Spoilers from Spider-man: Far From Home!**

 **Earth- Home Universe of The Spider:**

Gwen Stacy, the Spider-woman, was not having a nice day.

No, her definition of a good day was finishing work early, spending a quiet evening out on patrol with Harry before going back home for a nice long five hour rest. That was her nice night.

BOOM!

Having someone through bombs at her was not a nice day.

BOOM!

She was pinned behind a large truck, on the other side of which a small gang war was taking place between the Irish and the Triad, the latter having acquired bombs from a mysterious third party that seemed to have just appeared out of nowhere on the scene.

The Devil told her something was off and she believed him, only neither of them could have predicted that what was coming was outright war.

Her spider senses came blasting out, "shit!" Gwen cursed as he kicked away, leaping away from her cover just as it got blown up by a missile rocket. She was blown away, the explosion carrying a good twenty feet into the air, spinning like a leaf in a storm.

She threw open her limbs and reduced the spinning, her eyes locked onto the squad of triad members that tried to blow her up. She threw out a hand and with an accuracy that came with practise she shot out a web line, grabbed the missile man and pull him upwards.

With a kick she broke his jaw and sent him flying into his buddies. Landing on a nearby lamp post she fired web lines down on top of them and pinned them to the ground. She looked at the destroyed street before, the Bronx were being taken apart, from the roads to the buildings.

The smoke from the fires were getting to her lungs, Gwen was coughing so hard she wondered if she would rupture something. Cars and trees were lit aflame, children were crying, men and women running away as fast as they could from the war.

The city was burning, and for what? For a bunch of horrible monster to sate their own egos? So that they can make money of others suffering? So that-so that-

It was at this moment the brilliant mind of Gwen Stacy snapped. She could understand science and even determine _why_ this was happening, but her mind lacked a key ingredient to help truly reason to these people's actions, it lacked a sense of ego.

Ego so massive the lives of others were nothing compared to their own selfish desires. Ego, Gwen knew what it was, even considered it a flaw she had sometimes, but this, she could never understand this.

So she didn't bother trying. She stopped trying to reason or excuse them, she stopped trying to hide. She grew angry, and cried out, "ARGHHH!"

"What the hell?!" said the nearest triad members to the primal cry of anger, a cry they had heard during the most brutal of fist fights, it meant someone had given into anger, losing all sense of reason, and when they turned to see who exactly it was that was coming for them, expecting it to be the Irish, they instead found a white blur come for their necks.

Gwen Stacy let go of her reason or any sense of self preservation. She was angry and every strike she landed showed it. To the normal criminal it felt like metal baseball bats were being swung at them by a professional hitter. To Gwen it felt like hitting paper dolls.

She leaped into their defence and brought them down with strikes and kicks, each technique taught to her by Daredevil himself. She took them down, dodging bullets and blades, putting them down.

She moved to the next group, firing a webline at a postbox she pulled and ripped it out of the ground, swinging it into another team, swiping them across the side and into a building wall.

"The Spider bitch is coming!" they cried out, a nickname Gwen never liked, but now started to think appropriate. She was a bitch, and bitches don't hold back.

They swarmed her, firing their guns at her, she however was too agile for them, dodging every bullet by jumping behind cover or bouncing off surfaces. She was like a gust of wind, powerful and untrapped.

She moved between the Irish and the Triad, beating them down and breaking their guns, dodging their attacks and sticking them to a nearby wall. She felt her senses go off, she jumped into the air to avoid a missile rocket, but as she did, time seemed to slow down.

The gunman was hiding behind an overturned van, biding his time, gun pointed at her head. The moment she jumped he fired. The bullets were sprayed, several missed her by several feet, but one, one bite into her kidney.

"ARGH!" Gwen cried out as she missed her landing and hit the ground hard. Her hands reached to her side, the bullet was inside her, the suit protected her from getting pierced but it still felt as if something inside her was broken.

"She's down! Get the bitch!" someone cried out as suddenly Gwen felt three more bullets hit her chest before she could even move to avoid them.

"Fuck!" she cried out, snapping to the side to see the guy from befor ecome for her. She threw a web grenade at his face, blinding him. He began to suffocate and in a panic dropped his gun and tried to pull the webs away from his nose.

Gwen grunted, the bullets hurt, they hurt so bad, but the pain just made her move faster, she wasn't dead, she wasn't dead. She needed to live, she had to live.

BOOM!

Her spidey senses went off, Gwen turned to the danger and she a large warehouse get blown apart by several explosions. She saw the front wall break apart, coming down on her, she leapt away, managing to just make it past the debris that would have definitely killed her, suit or no suit.

She panted, looking at the smoke trail that was launched into the building. Before he was something she would have never guessed in a thousand years would ever come into the streets of New York. A tank.

'They had a tank. How did they even get a tank?' she asked herself, blinking at the sheer absurdity of the situation. It was painted with the symbol of the triad, though it had a secondary odd red serpent painted next to it, must be the symbol of the supplier.

She had a clue and maybe if she somehow survived this she would be able to follow it up ...if she survived.

The tank turned it's massive gun to her, she heard someone cry out "blow her apart!" her legs shook, she was scared. She was so scared. But she stayed her ground, if she gave in now, she would never forgive herself.

BOOM!

The tank's shell came out in a burst of smoke, her perception of time slowed down, Gwen waited until the last moment before bending backwards, using her wall crawling ability to stick her feet to the ground she did her best impression of Neo from The Matrix and allowed the giant shell to sail over her.

It passed by and Gwen shot out a webline. The missile was snarled and with one arm holding her injured side and the other holding the web line, she swung it over her head, sending it back at the tank.

The shell didn't hit the tank, but the road below it.

 **KABOOM!**

Pavement began flying up into the air as the road collapsed around the tank. The explosive opened up a giant hole to the sewage underneath and thanks to the tank's weight it dropped right it, nose first.

The people that remained began to cheer, the gangster ran, abandoning their weapons. Gwen smiled, proud of her action, until her spidey senses went off again, and this time she saw several Triad members appear on the roof of the buildings surrounding the street, rocket launchers in hand.

The irish were gone, Gwen saw bodies littered around, if she had to guess they had all died under the superior fire power. The Triad members aimed all their rockets at her, Gwen's mind was already thinking of a way out of this mess, to nab them all and prevent as much civilian damage as possible. But just as she began following this line of thought, the sky started to rumble.

Gwen saw the dust near her feet began to rise, something was coming. Gwen's spider sense went off, she was about to jump away when something took the breath away from her gut. One second she was in the middle of a war zone, the next she was five blocks away, in the arms of a wire thin young man.

"Hey there gorgeous, don't worry, we go from here," he said, his face hidden behind a visor of a green and silver helmet. He wore a green suit with trimmings and paldorns. His arms were covered with silver gloves and embedded on his chest was a silver lightning bolt.

Without another word he dropped dGwen gently down and took off, vanishing in a blur of speed Gwen's superhuman eyes couldn't even follow. She looked around, she was far away from where she was, but how? The answer was simple: super speed.

He said 'we', meaning someone had come, maybe the Devil of Hell's Kitchen had gotten a few friends to help, maybe Harry, but whoever they were they would need help.

So without a second's thought she jumped back into the fire, jumping onto a nearby lamp post before leaping into the air, firing off a web line.

She swung back into the battle, expecting whoever had come to have made a bigger mess than before, expecting the streets littered with bodies, but instead, when she landed on a nearby nearby building, she saw the situation being handled.

Brutally.

They weren't fighting the Triad, they were slaughtering them, dismantling them. The Triad were being broken apart and while Gwen did take some sadistic pleasure in seeing the people who so casually murdered innocents on the streets, she couldn't help but feel disgust as the horror before her.

These people weren't heroes, her instincts screamed out to her, no, they were something darker.

"GRAHH!" it was a monster, Gwen wondered what new enemy this was before she recognized it. Abomination, she remembered her father telling her this was the first bad guy Peter fought before officially becoming Spider-man.

She was about to leap into the fight to try and stop him, when she realised he was only attacking Triad members. Destroying them, breaking them under his foot until only mush remained.

Abomination had a large glowing ring around his head, it pulsated. He roared and leapt into the air, landing on a building top and ripping people apart with his bare hands.

Then came a flash of black and silver as a large discus sailed across the street, hitting a retreating Irish member in the back. The discus bounced back as a figure in black and silver leaped through the air, grabbed it and landed on top of a car.

He looked like a version of Captain America that had gone through a goth phase and never admitted it was just a phase. A black version of the tactical suit Gwen remembered seeing the real Captain America wear, black instead of blue and a shield that was black and silver instead of the red and blue stripes.

The man wearing the suit was African-American, he moved like an agile cat, fierce in his strikes and deadly with every blow.

A pissed off looking triad member managed to sneak up behind him, a gun aimed at his head. Gwen was about to call out to stop him when suddenly the gangster was brought to his knees, invisible punches and kicks hit his body, sending him flying back.

The air before the man shimmered as a petite figure dressed in a grey and white suit appeared. She had a hood up, her figure was obviously femenin, and her mask had two red circular goggles that glowed a dangerous color.

The emo Captain America looked at the woman and snarled, without a second to even say thank you he began attacking more gunmen with increased ferocity.

"ARGH!" it was like a wild animal had been set loose in the city streets. Gwen saw the man charge at the black Captain America, she saw a flash of silver as two seemingly metal blades came out his arms, just as he was about to swing, he jumped, landed behind the dark copy-cat and began slashing apart the few members that the former had left behind.

He attacked them like an animal would, hunched over, snarling, feral. He pulled his claws out of the body, they were bathed in blood. Gwen remembered the costume the famous Wolverine wore, only with black and yellow replacing the yellow and brown.

She saw the blur that saved her just moments ago ripe through the streets, breaking apart the guns and weapons on members hands. And when he was done a figure dressed in a black suit with a massive white spider emblem on his chest jumped in, shooting out webs from his hands.

Gwen watched as this dark Spider-man seemed to take down the now unarmed Triad members with quick and brutal efficiency. For a second, Gwen thought Peter was back, but she realised immediately if he was, he would not be working with these people.

They killed, they were brutal. The dark Spider-man and the blur didn't kill, as far as she could tell, but they broke bones.

In minutes, they were done, the sounds of violence and gun shots died. The bodies of the former living gangster were spewed all over the place, blood splattered the walls and the pavement, blood Gwen knew need not have been spilt.

But there they stood, almost proud at what they did. Gwen could do nothing but look down at them from atop her perch, those six 'heroes' stood in the middle of the chaotic street, all gathered together, waiting for something.

They didn't wait long as an Oscorp helicopter came over in seconds, the sound of it's whirling blades deafening to the scared silent road. It landed before those 'heroes', and out stepped Norman Osborn himself.

He looked around, from here Gwen couldn't make out what he said, but he didn't look happy, pointing at the blood on their clothes.

Osborn snapped his fingers and the speedster that helped Gwen sighed, rolled his eyes before burst in a flash of speed. He went around the others in a silver hue before stopping in place, a rag in his hand now covered in blood.

The others were clean, not even a spot of blood on them. Osborn them ordered him to dispose of the dead bodies and in seconds the street was corpse free, save for the few splashes of blood one couldn't tell that there had been a mass execution here at all.

Norman then made them move, angling them in such a way they stood before the still shocked and confused citizens, and when he was satisfied, a cameraman and reporter came out of the chopper, he motioned them to roll, stepped before the team and smiled.

Suddenly Gwen's phone began to ring. She pulled it out, she had set it to pick up any and all emergency broadcasts going on in New York, sure enough Osbron's face filled up her screen.

He smiled, the smile Gwen knew was fake, the smile Harry hated more than anything in the world.

" _Citizens of New York city. It seems once again our city has become the target for a hostile force, only this time it isn't an invading army, a madman from Europe or even a common criminal with access to stolen technology more advanced than anyone has any right to possess. No, this time it came from within._

" _Less than four hours ago we received reports that the underground world has been making movements to try and make a violent claim to our city, to the city we know now one, not any one person or organization, has any right to claim. But these members of the Chinness mafia, the Triad, tried to claim the city, because they had no other choice._

" _They knew we were closing in on putting a stop to them once and for all, that through the efforts of our brave law enforcement agents and even individuals like Spider-woman and her predecessor, Peter Parker, the underground world was slowly being threatened out of their place in life, replaced by real threats like Doctor Octavius and his Sinister Six. They were being ignored, no longer feared, dismissed as not even worthy of the time of day, and so they struck back._

" _They didn't want to be forgotten so they did something that made the actions of the Chitari pale in comparison, they started to kill people with military grade weapons, weapons they stole from old Stark stockpiles. Law enforcement could not handle them, they were not equipped to handle them. So I did what I do best, put the needs of my people above my own._

That's not right, Gwen told herself, that logo on the tank, it wasn't Stark's, it was something else. Osborn's lying.

" _New York, no, the world! May I present to you those that answered your call when not even the old Avengers could! I present to you, Oscorps' New Avengers!_ "

He stepped aside and presented them, those murders that Gwen saw just a moment ago dripping with the blood of Triad members.

" _A mutant with the speed of the wind at his heels! Quicksilver!_ " Norman announced, said speedster grinned, flashing a two finger salute before vanishing in a blur of speed, only to reappear with a t-shirt that said 'I 3 NY' and a bagel.

" _A loyal agent of SHIELD, the Ghost!_ " this time it was the woman who nodded, saying nothing. She looked of screen at something, Gween looked up from her phone and saw Norman out of frame prompting her to display her powers. Clearly the woman did not want to act like a circus animan.

But with a sigh she stepped forward, vanished and then appeared again, much to the crowds amazement, it's like they forgot the mountains of bodies that was just there a few moments ago.

" _Next we have former special-ops commando with the British Royal Marines, Emil Blonsky! Previously a rampaging monster, now, with the help from the brilliant minds at Oscorp laboratories, once more a soldier for the free world! I present to you, the Abomination!_ "

The monster roared, it's cry so loud the people around grew afraid. Norman sensed their unease and quickly moved on, tuning to the man black in the black spider suit.

" _Honouring one of our greatest heroes, I present to you Eugene Thompson, former classmate and best friend of Spider-man himself. One month out of high school this brave hero joined the army, rising up to conel and becoming a symbol of what all soldiers should be. He now takes up the mantle of Peter Parker's legacy as Agent Spider!_ "

The man's mask seemed to move away from his face, almost like it was alive, revealing a haunted and more aged Flash Thompson. He had dark circles around his eyes and small scars on his right check, but he still smiled, playing the crowd like he did in high school.

" _Then we have the Wolverine, a man of impeccable skill and talent. He's the best at what he does and it is our blessing that he sides with us now!_ "

The man calling himself the Wolverine didn't do anything, he just snarled. Norman didn't seem to want to push him either.

" _And leading out heroes is an another soldier, one befeiting of the mantle he now honors. Navy SEAL special black-ops agent Erik Stevens! He has fought in more wars than we can mention and saved more lives than we know. And he takes on the mantle of a new Captain America for the modern age!_ "

The man lifted his shield, the light reflected off it's surface and the people who were once baffled and concerned looked in awe at the man. The crowd began to cheer, Osborn smiled again.

" _And with this, I also have a second announcement to make. I, Norman Osborn, am officially putting my hate in the ring for the next presidential election! The world is changing, becoming more like a comic book than the reality we knew just a few short years ago. And who else but I, Norman Osborn, was able to offer you a solution? Who else was able to privatise global heroics in the form of Glider? Glider was a roaring success, a hero through my company's efforts! So you see, I am not the best candidate to be picked! But the only one that should be selected!_ "

Gwen couldn't believe her ears.

The reporter lady finally spoke, it seems she was brought there only to ask one question, " _sir, why should we trust you?_ "

" _Because,_ " Osborn smiled, " _I will save our world. Me and my New Avengers!_ "

 **Two hours later:**

"He's insane," Harry spat, running his hands up and down his face, trying to wake himself up from this nightmare he found himself in, "he's finally lost his mind."

"I know you don't like your father, but surely it can't be that bad," Gwen replied as she lay down on a cot in the middle of an Oscorp safe house. It was a flat Harry had secured form the company, putting it off the books. They often came here on date nights or to just get away from it all.

Gwen was stitched up the wound from before had started a blood clot which she had Harry removed from her body. With her side bandaged up she was bed ridden, probably for a few hours.

"Gwen he replaced the Avengers with his own version,

"Not to mention everyone of them are either killers or special agents trained to kill!"

"All I want to know is how Flash get involved with all of this?" Harry sighed.

"Weren't you and him close?"

Harry stopped, he looked at a wall for a moment before sighing, "it's been a year since we finished high school Gwen, we haven't been in touch since then."

Gwen raised an eyebrow, "seriously? Weren't you like the best of friends?"

Harry sighed, "we were… but that was before I started being Glider full time. We kind of grew apart after that and ...by the time high school was over I don't think I even said more than a sentence to him. I heard he decided to enlist right out of the gate but I didn't think ...Agent Spider ..."

"It kind of looks like the black Peter wore when he fought Doom. Behaved like nano-tech too. Do you think..."

Harry shook his head, "no way. If dad had toys like that he wouldn't wait to show it off or at least try to make me use it to get publicity. That isn't Oscorp tech, it's...something else."

"So… what should we do?"

Harry turned to her, "what do you mean?"

"Harry, I told you what they did, what I saw them do. They aren't heroes! They killed people, without remorse. Even soldiers don't take unneeded risks or casualties! They….they enjoyed it Harry, I could see it in their eyes."

"Even Flash?"

Gwen paused, "no...Flash and that speed guy didn't seem to enjoy it. And that ghost woman, I couldn't get a read on. But that new Captain America, fake-Hulk and fake-Wolverine….they were killers."

"I'm going to ask him to stop," Harry replied.

"Harry that isn't a good idea," Gwen replied, "if he's serious about being president and this is the campaign he's running on he won't stop."

Harry thought about it before grumbling, "you're right ...but we can't just let him be, they need to be put in check. This bloodbath it's….it can't happen again. Not to our city. Peter left to us to protect it, if he were here he would do the same."

Gwen nodded, "you're right... But you know, we aren't the only ones he left to protect it…"

 **1 hour later:**

 **Hell's Kitchen:**

Daredevil looked at the two young heroes before him and sighed, "so your plan is to fight a team formed to rival the Avengers in case they ever step out of line?"

Gwen looked ot Harry before replying, "yes."

Matt sighed, "fine...but we will need help."

"Any suggestions?"

He reached into his suit's hidden pocket and pulled out a card, "before Peter left he told me to go here if we ever needed help," he flicked it and Gwen caught the card.

She looked it over, it was in brail, "what's the address?"

"177A Bleecker Street," Matt replied, "Spider-woman and I will go there, Glider ...I have another job for you."

"What's that?"

"You are still officially an Oscope employee, right?"

"Yes I am."

"And you have access to Norman Osborn?"

"More than you know," Gwen chuckled under her breath.

Harry shot her a look before replying, "Yes, I do."

Daredevil nodded, "good, I need you to sneak into Oscorp and get every single file you can on the six new 'Avengers' we have. I'm sure Osborn would have done a background search for these people before recruiting them, I want you to find it and bring it here."

Glider was silent for a moment, prompting Daredevil to ask, "can you do it?"

"Yeah...I can."

 **177A Bleecker Street:**

Matt and Gwen changed out of their costumes and arrived at the house. Matt had figured out Gwen's identity a few months ago and Gwen, wanting to get even, did the same. Gwen never told Harry's identity to Matt but she figured he knew already and just didn't mention it to the young man.

Matt knocked on the door and they waited. A moment later a large heavy asian man opened the door and stepped forward. He wore yellow and brown robes and raised a single eyebrow.

"Can I help you?"

"We need help," Matt showed him the card Peter gave.

"And who sent you?"

"Peter Parker."

The heavy man sighed, "of course he did. Come, I suspect you will be wanting to talk to Strange."

The man stepped away and allowed them in. Gwen's eyes were startled by the amazing tapestries and artifacts strung across the wooden interior of the building. She was so distracted she didn't notice a figure appear behind her.

"Gwendalin Stacy, Matthew Murdok."

"AH!" Gwen jumped in surprise, turning to see a tall handsome man with a french beard and greying hair standing behind her. He wore blue robes with a red cape. He was intimidating, very intimidating.

"You know us?" Matthew asked, calm as ever.

The man nodded, "I am Doctor Stephen Strange, Peter told me to expect you, Daredevil. And I've been following your exploits as Spider-woman very closely Ms. Stacy," he turned to Gwen with a nod, "Peter would be proud."

"T-thanks."

"Now then, I assume you are here to talk about these new Avengers?"

Matthew nodded, "you would assume correctly. Shall we?"

"Please, step into my study."

 **Oscorp**

 **Norman Osborn's office:**

Harry walked out of the elevator, dressed in his civilian attire. He walked past the secretary, who didn't even bother stopping him, instead pressing a single button on her table that would alert Norman Osborn to Harry's arrival.

Harry opened the door and stepped through quietly, finding his father behind a large desk filled with documents and the like. He looked up and smiled, "ah, Harry, I was wondering when you would come."

"You were expecting me?" Harry asked, walking behind the desk, crossing his arms. He towered over Norman by a few inches, the formula that gave him his powers has amazing side effects.

"Of course I was. I assume this is about joining my Avengers?" Norman asked in such a casual manner that the request threw Harry for a loop.

"W-what?" Harry blinked.

"My Avengers, I assume you heard the news, yes?"

"Yes, but I'm not here to join!" Harry cried out, slamming a fist on the ground, "they are violent and dangerous dad! You have to stop them!"

"Nonsense, they are soldiers Harry, they aren't loose cannons. Even Abomination is under control, literally. He can't even take a piss without us knowing."

"Anything that has a motherboard can be hacked. You know who told me that?"

"A very smart man," Norman said proudly.

"No, you did."

The backhanded insult impressed Norman. The man smiled, it was about time his son showed some bite. He continued, "Harry, I understand you have mixed feelings on this, but understand all of this...is because of you."

Harry's eyes widened, "how in hell is this because of me?"

"We showed the world a hero can be accountable Harry, accountable to a company," Osborn looked at his son with pride, "you showed that heroes can be bought and still act like a hero."

"I-I I did not set out to-I can't believe you!" Harry turned and walked to the door.

"Harry wait!" Norman cried out.

Harry turned, "what?!"

"Big changes are coming soon. If you don't pick the right side then I can't protect you ...you know that right?"

"Trust me dad, you are not on the right side."

"If you ever change your mind...you know where I am."

"I do," Harry walked out, slamming the door behind him. He stepped into the elevator and reached into his pocket and pulled out the silver business card sized device in his pants.

The light on the device turned from red to green and HArry grinned. It was a toy the lab had developed, a little strong arming, being the CEO's kid had its perks, and Harry was able to 'borrow' it.

It would absorb all the data present in a room upon entering. It sounded like science fiction but it was very real and very good. The few minutes Harry had to put up with his dad resulted in him having all his data, which Gwen could now look through to find anything about these 'New Avengers'.

Harry vowed, his father wouldn't get away with this. One way or another, he won't get away with whatever he was planning.

 **Norman Osborn:**

Norman sighed, rubbing his temple, honestly, his son had come so far and yet he still acted like a fool sometimes.

Did he really think Norman wouldn't have security measures to a prob his own company made? If the man wasn't planning on letting Harry get those files he didn't know what Harry planned to do. Maybe come back later and steal it with that web weaving girlfriend of his.

Norman sore his son was a genius, he took after his mother too much not to be. But sometimes… he just acts the fool.

Putting his family drama out of his mind Norman reached out and pressed a red button underneath his rich wooden table. His entire office went dark as blinders came down and all internal and external communication/wires were cut.

He tapped his monitor and a small wireless receiver came online, the only signal that was allowed to leave this room. The monitor game online as the face of Tony Stark appeared on Norman's screen.

"Did they really find some of my old weapons?" Tony asked, "I thought I blew it all up."

"They got it from a supplier from China. Was able to make an exact replica of your tech. Then ever forged a paper trail to look like it was a batch that had gone missing a few years ago. So while it wasn't really yours, for all intents and purposes it is."

"Well fuck me..."

Norman shrugged, "HYDRA liked the idea, it's the first step to their plans to throw mud in the old Avenger's face while propping up our own."

"Yeah, about that, where exactly did you find these psychos?!" Tony cried out as a picture of the blood covered pavement from earlier that day came up, "look at that! Honestly Norman what is Pierce even thinking?!"

"He picked the team himself Stark, don't come crying to me. You okayed this, remember?" Norman narrowed his eyes.

Tony threw his hands up in surrender, "alright, alright, I get it ...you mentioned something about making the public hate the Avengers?"

Norman sighed, "yes...I don't know everything pierce has planned, but from what I do know, it's not nice."

"Like?"

"He's planning on bringing up the whole situation with your armour being a weapon again. Try to get you to hand it over to the government for their new 'secret' project."

"He wasn't SWORD agents wearing my armour?"

Norman nodded, "yes...he's also planning on offering Rogers a position."

"As?"

"Head of SWORD."

"...Is that a joke?"

"No."

"He's asking Captain America to become the leader of what is effectively the HYDRA army for the 21st century?"

"He's expecting him to say no-"

"-No shit!"

"And then use that against him in the future."

Tony grumbled, "that seems petty."

"It is… tell Romanoff to be weary as well. I heard Pierce might be bringing out her ledger and pouring out the red on it."

"Oh, she is not going to like that ...when?"

"Soon. She and Barton are going to be the first to fall. Then Pierce plans on forming a new bill called the 'Anti-Nodric Transition bill'."

"Thor?"

"He's the prince of an intergalactic race of space aliens akin to Gods. Allowing him asylum on Earth will only bring attention to us."

"What's he planning on banning next, kittens?"

"Maybe the Hulk."

"I don't even want to ask."

"The device he used on Abomination is useful, very useful. He's planning on asking General Ross to support the initiative if it ever comes up."

"Bruce isn't going to like this."

"I know…"

"So ...what's next?"

"Next? Next we wait out the storm...and I begin my campaign in earnest ...by the way Stark, my son Harry stopped by, looked ready to destroy me and the new Avengers."

"Smart kid."

"Gets it from his mother… do you remember that list you told me about? The One Parker gave you?"

"You mean that super secret list of super powered individuals that Peter believes can help save the world and guide it to a better tomorrow? Yes."

"Are there any names on there that could help Harry?"

Tony blinked, "you thinking junior might try and take on the New Avengers?"

"I've been keeping a close eye on him ever since he became Glider. A very close eye. I know him… he has a good heart, but that won't be enough. He'll need a team."

Tony hummed, "I think I know few people...not too public and more street level than anything."

"Who?" Norman asked.

"I'll send over their files now," Tony replied, "anyway, if that's all I have a kid to raise and work to do. The next meeting of our little secret group is Sunday, don't be late."

"Wouldn't dream of it," Norman turned the messenger off and unlocked his office, lifting the blinders on and letting the light come back in. His email notification went off and he found a mail from an unknown sender with three folders attached.

Norman opened the folders and studied their contents. This was...promising.

 **Real Name: Jessica Jones**

 **Job: Detective**

 **Super power: Superhuman strength, endurance and durability**

 **Trigger: Alcoholism, The Purple Man**

 **Luke Cage (Alias)**

 **Real Name: Carl Lucas**

 **Job: Barber**

 **Super Power: Superhuman strength, bulletproof skin**

 **Trigger: Racial bias, Jail time**

 **Real Name: Daniel Rand**

 **Alias: The Immortal Iron Fist**

 **Power: Chi-based**

 **Trigger: Emotionally unstable, inferiority-superiority complex**

Norman smiled. Yes, this would do well. Now all he had to do was contact these people have them 'encounter' Harry without showing his hand. It would take work, but his son needed a team. A good team.

 **Earth-199(9:**

The giant mass of water turned to the people near it and swung it might arms, throwing them all aside. They cried in terror, though none of them got hurt, I could tell something was off.

I turned to kids, "go! Everyone get out of here! Now!"

"ARGH!" Flash cried out in terror as he was the first to bolt, Michelle and the girls left next, Hope and I right behind them. As I ran though I turned and noticed Peter and Ned talking to each other.

"Get to safety Ned, I got to do something!"

"Dude! You can shoot webs! How is that supposed to help against a being made out of water!?"

"I know! But I have to do something! I can't let people get hurt!"

Ned looked split but nodded, "fine! Be safe!" He then ran, meeting up with the rest of the teenagers. I saw Peter Parker of this world leap and jump across pier poles, moving towards the stone bridge that the hydro monster was moving towards.

He won't be able to stop him, Ned was right. What was webbing going to do to water? He needed help, he needs my help. But...I turned to Hope in my arms. I can't just leave her alone. I needs to keep her safe.

I reached into my pocket and took out the sling ring the Strange of this world loaned to me and ran to a dark alley just as a tidal wave of water was about to hit.

"Daddy! It's a water monster!" Hope cried out, "just like my book!"

"Right baby! Just like your-wait what?!" I seriously need to that book Strange gave her. As soon as we were in an alley I waved my hand, forming a portal and leaping through, landing in the New York Sanctum before a startled Wong.

"Wong, look after her for a minute," I put Hope down and looked at my baby girl, "Princess, daddy's gotta go fight a giant monster, understand? Can you stay here with uncle Wong for a while?"

"Can I come with you?" Hope asked eagerly.

"It's going to be dangerous baby girl," I kissed her forehead, "I'll come back as soon as I can, okay?"

"Okay," she replied, a little disappointed.

I turned to Wong, "five minutes."

Wong nodde, "I'll keep her safe."

I dived back through the portal and closed it behind me. With a simple mental command my gauntlets came alive, armouring me up. I jumped, clearing a building with a single leap. I landed on the roof and looked out, Peter was washed up, thrown up against a bridge banister, drenched from head to toe as the massive water monster roared, ready to crush him.

I was about to leap into action when out of nowhere a beam of green energy collided against the monster's side. I turned to the origin of the beam, and there, shooting across the sky, was a man in green with a purple cape and a fishbowl on his head.

"What the what?!" I cried, "what the shit is Mysterio doing here?!"

He then began battling the giant monster, blasting it with green energy and forming green mystical barriers to stop it's attack. He was holding his own, no, scratch that, he was kicking it's ass.

I just sat there, in total awe of what I was seeing. But wait...since when can Mysterio do magic? Isn't he more a joke? A fake? A ...oh...oh I see. That isn't Hydro-man, that's a fake!

I sighed, rolling my eyes at ever being worried. Obviously this was Mysterious' introduction to the world, judging by the confusion and surprise I smelled in the air. He was pretending to be a hero, making these monsters, probably with holograms give how advanced they are in the Marvel universe, and be looked at like a hero.

While the danger was technically gone, I was still curious about what was to happen next. I turned to Peter, he had jumped up onto of a building and looking at Mysterio 'fight' the water monster. Obviously he was impressed.

I chuckled, this should be fun!

* * *

 **Sorry I couldn't post an update last week, work and real life issues.**

 **Anyway yes, given the fact that Far From Home isn't out yet I can't go too much into detail of the story. I can guess on what I saw in the trailer and well, I think it's a safe bet so far.**

 **Big update on the home front, possible Defenders going on. That's all, have a nice week.**


	89. Spider-men

BOOM!

This is an illusion… right?

BOOM!

Venice was being ripped apart as Mysterio fought with this… thing. He blasted it with green smoke that was summoned by some green circle with an eye in it. He was leading that thing away from the water into a more densely populated part of the city.

I kept watch, staying on roof tops, away from the fight, away from Peter who was currently trying to fight the thing made out of water with webs. Thank Stan Lee that kid has one big heart because he clearly still so green at this whole hero thing.

I watched as he put on a mascarade mask and followed Mysterio and that water monster, webbing up buildings it destroyed, preventing it from collapsing and killing the people underneath.

This had to be an illusion, it had too. But I mean...it's so life like. The monster swung its arms and a tower was hit hard. Peter moved to web up the structure quick, climbing up to the top to keep it steady by shooting two web lines to opposing buildings, holding it upright with his bare arms.

And while he did that, I noticed the monster, the way it moved, the way it acted. The way it… drench a single building it struck.

Gotcha you son of a bitch.

A water monster that didn't splash around water behind? That left no trail of water? Oh you fucked up Mysterio, you fucked up bad. Yes there was water near the bottom, but that could just be water from the canals accidentally pushed ahead. It's the bone dry buildings that caught my eye.

But how was it doing it? I can't see cameras on any building, plus the physical damage it's doing is very real. But just as I gathered my thoughts the battle started to go into the end phase as Mysterio summoned two massive missiles of green smoke to come forth and rip apart the water monster, exploding apart.

The people started to cheer, Mysterio floated down and waved to them all, smiling all the while. After a moment in the spotlight, he took off, flying away. I spotted Peter coming out of the now safely lowered tower, drenched from head to toe.

Wait...how did…. My theory isn't holding up. Something was up here, something was seriously up. This world's Mysterio couldn't be real… could he? If this world is the real MCU then…. I need to bide my time and wait.

I wanted to step in, step in and expose Mysterio and tell Peter the truth. But… this was a growing moment for Peter. He needed to understand that this wasn't play time and this would forge him into the hero his world will need him to be, I know it will because it did the same to me.

For all the horrors Doom brought about my life...I became a better hero for it. Mysterio might pose the same role for Peter, so… it's probably best to wait and see what he'll do.

Deactivating my armour I opened a portal and walked through to the New York Sanctum, finding Hope and Wong in the dining room, a cup of tea in their hands.

"And my room's the best! It's as bigger than this room and daddy made it look like the outside!"

"Oh, I see, that's very nice," Wong smiled, nodding along as Hope continued to describe our home as best as she could. I smiled, standing by the door frame and watched my little girl ramble on to her new friend about how cool her home is. And Wong, being the amazing dude he is, just smiled and nodded along.

Eventually, Hope noticed me, smiling she cried out, "daddy! You came back! Did you fight the monster?!"

"Something like that," I walked in, kissing her head and ruffling her hair, "so, did you behave?"

"She was nothing short of a delight," Wong replied, "I have to say, she has quite an imagination. She was just telling me of your home, did you use illusion magic to make her ceiling transparent?"

"Little more complex than that, but yes," I shrugged, "didn't want my Princess growing up looking at a white wall."

"That's very thoughtful of you," Wong replied, gathering up the empty tea cups, "will you two be leaving now?"

"Yes… no. Is Strange here?"

"Strange is correctly at Kamar Taj, researching on Hope's-"

"-I see," I cut him off with a loud tone that surprised Wong and Hope, though the latter seemed more confused than worried, "when he comes back, please tell him to contact me because he and I need to have a very long conversation."

"Is this about why he sent you in this world's Peter Parker's path?"

"Yes."

"Well then he told me to pass you a message. Quite simply put, Peter needs a mentor."

I raised an eyebrow, "excuse me?"

"Strange has been keeping an eye on Peter Parker. On this world, if you don't know, Peter Parker, the Spider-man, is the metaphorical heir to Stark's mantle as Earth's greatest champion. Stark himself wanted Peter to take his place, eventually. He had been grooming him and… after he died, this world's Peter has been left stranded and forced to step up at a very young age. Strange didn't tell me the full details but he wants you to...act like his guide, show him a thing or two. And more importantly, show Peter Parker that he can be the hero he wants to be. The hero you are."

I stared at Wong, "your making that up aren't you."

"No."

"I know Doctor Strange, he isn't the kind to do something without reason or cause. Peter Parker isn't even on his radar as far as I know."

"Apparently he grew on him during his trip to space."

"... But why me? I mean, why would he trust me? I could have been lying this whole time about who I am."

Wong shrugged, "I don't know. I asked him the same. He replied simply that he trusted you because of the way you behaved. After all, the Orb of Agamotto deemed you dangerous enough to kill this planet with ease. There is no reason for the strong to rely on deception."

I had to say, that was some flimsy logic… meaning Strange was playing some other game. He knew something, I may not know what but… I trust him enough not to put Hope in danger. Even Strange won't be that heartless. So for now… let's see if I act as this world's Peter Parker's guide.

 **Hours later:**

Walking into the rundown, flooded hotel in the middle of a renovation I realise one thing: this place was a shit hole. But I didn't have a choice, Peter's class was staying here for their field trip so I had to stay close.

I walked in and almost immediately the kids from before noticed me and Hope. Michelle waved and smiled at Hope, who quickly waved back to the nice girl she had met earlier in the day.

I went to the teller at the front desk and got a room for Hope and myself. I had to borrow some cash from Wong for the rooms, the man didn't mind but made sure I knew this was a loan and not free.

I paid for the room and turned to the kids, who were all sitting and watching the news coverage for today's incident. Alright, time to act.

I walked up to them and feigned surprise, "oh, you're those kids from the boat. Are you alright?"

"Yeah, we managed to make it alright," Michelle replied, "what about you and..."

"Hope, I'm Ben," I smiled, waving to them, "it's nice to meet you." Hope looked at me funny, confused. She didn't really remember my name, since at her age she knows me as 'Daddy' rather than Peter, but she knew for sure Ben wasn't my real name.

Hope however stayed quite, processing this new information as best as she could, while the kids continued to talk.

"Who is this guy?" one kid asked, "he looks like Ironman and Thor rolled into one."

"The news media is calling him Mysterio," Ned replied.

"No, they are saying he's a man of mystery in italian," Michelle corrected, though no one really replied.

"Whatever, he's no Spider-man," Flash Thompson spoke up.

"What is it with you an Spider-man?" Michelle asked, turning her head slightly towards Peter. Oh… so she knew did she? Or at least suspected.

"What? He looks out for the neighborhood, has a dope suit and I really respect him," Flash replied, before noticing Peter smiling, puffing out his chest in pride, "sup dickwad? Thought you drowned."

"Oye!" I cried out, covering Hope's ears.

Flash turned, binking, "oh, sorry."

"You keep that up young man and I'll wash your mouth out with soap," I narrowed my eyes, removing my hands from Hope's ears, "and do you really think Spider-man would approve of you being so belittling to your fellow classmate? Or bullies in general?"

"I- I don't think-"

"-Exactly, because if you ddi think you would realise you were exactly the kind of person Spider-man would fight."

"And how would you know?" Flash asked defensively.

"Because my daddy's Spider-man," Hope spoke up.

"What?!" everyone cried out.

I turned to Hope, this girl's a snitch! Peter looked confused, Ned even more so. Michelle kept looking between Peter and me while the rest just had their jaws dropped. Okay, damage control mode engage!

"C-costume," I immediately spoke up, "halloween costume," perfect!, "she's talking about a halloween costume I had a few years ago. Big fan, you know."

"Oh, make sense," Peter said, obviously he believed me. Ned nodded too, but the rest, well the rest just looked suspicious.

"Anyway, glad you're all safe, good night," I had Hope hurry into our room upstairs before slamming the door shut behind her.

"Daddy, why did you lie?" Hope asked, looking at me with those big beautiful baby green eyes of hers. I could almost see my stature lowering in them. I sighed, guess it's time for a very long and deep conversation about keeping secrets.

 **An hour later:**

Hope was asleep and I got ready for bed too. It was a long day for us both, starting with getting sent to another world and ending with a long conversation about keeping secrets. She fell asleep halfway through the talk.

I was ready to go to bed myself when something surprised me. A scent… an odd scent. I had learnt a long time ago to not be overwhelmed by my senses, to adapt to them and control them. It's like white noise in the background by now. But now, something new had come into that mix of scents.

I smelt water, I was in Venice so duh. I smelled teenagers, hormones so thick it was almost sticking to focus on it and mixed in there was...something odd.

It wasn't normal, like a perfume that was designed to smell natural but comes off fake and obvious. Something was… wrong… and it was coming from the room next to mine.

I opened the door and was about to investigate when I stopped and turned. My little girl was curled in the blankets, tucked in tight, snoring loudly. I wasn't the same man I was a year ago. I can't go running off to adventures. I had responsibilities now, and these ones I could never fail.

So, with no option, I sat down on the bed next to Hope, crossed my legs and held my hands out before me. I cast several warding spells around the room that would alert me if there was an intrution along with some magical booby traps.

With that done I closed my eyes and began to mediate. This was something I hadn't tried since my training with the Doctor Strange of Earth-982, but it came to me just the same.

I took a deep breath and let it out, and as I did, along with the air my own spirit came forth as well.

Astral projection was a pain in the ass. I never found the need for it as I couldn't hold it for long and was more the proactive type, but now it would be key to being at two places at once.

I flew forward past the wall between my room and the one the strange smell came from. I flew forward and found myslef in Peter's and Ned's room, only Ned was on his bed with a dart in his neck, Peter was standing with a toothbrush in his hand and Nick fucking Fury was Nick Fury sitting down in the coner of the room, gun in hand and holographic projector on the table before him.

What the fuck is even going on?!

"Put on your suit, we're going on a trip," fury said, pocketing the holographic projector and walking to the window, "now."

"Right," Peter said, taking out his suitcase, inside of which was his red and blue suit. He changed quickly and the two snuck out of the hotel to the docks just outside, where a boat was waiting for them.

I followed them as Fury drove the ship into the canals of Venice, Peter standing beside him. Once they were far away from the hotel Fury reached into his jacket and pulled out a wooden case, passing it to Peter.

"Stark left these for you," Fury replied. Peter opened them up and inside was a pair of glasses with a card inside, "heavy is the head that wears the crown. He said you won't recognize it because it wasn't a Star Wars quote."

Peter said nothing, though I could see he was visibly shaken.

They sailed to a hidden entrance underneath a bridge and stepped into what looked like a part of the underground hidden sewage system Venice had made several years ago.

"You can take off the mask, everyone here knows your secret identity. You would only be feigning annaimty and breathing through spandex for no good reason," Fury said as they walked into a large room with a low ceiling, filled top to bottom with advanced machinery and over half a dozen people.

Wait...half a dozen people know Peter's secret? And why is he just doing what Fury's saying without question?! No you idiot! Don't take off your mask! God this kid's an idiot!

They walked in and there, standing before a holographic screen was a very handsome man dressed like Mysterio...wait, was that supposed to be Mysterio? Oh my Stan Lee… he's gorgeous.

"Mysterio?" Peter blinked.

The man replied, "excuse me?"

"I-it's what my friends have been calling you," Peter replied.

"Oh...I saw what you did out there. It was fine work, we could have used someone like you on my world," Mysterio replied, shaking Peter's hand.

"I'm sorry, your world?" Peter asked. I blinked too, what the hell is this guy's game?

"Mr. Beck is from Earth, just not yours," Fury replied. Wait, what the fuck do you mean yours? It's your Earth too jackass.

"Wait, are we talking about a multiverse?" Peter asked excitedly, "as is parallel worlds?"

"This is Earth-616, I am from Earth-833," Beck replied, "and I came here to help stop those things," an image of the creature from today came up. He then went on to explain their backstory and his own tragic origin story. But I didn't pay attention to any of it, because of one simple reason.

This wasn't Earth-616, this was Earth- 199999. Gotcha you lying sack of shit.

"We have only one more to kill: Fire," Fury explained.

"The strongest one," Mysterio said somberly, playing with the wedding ring on his finger, "the one that burnt my world...took my family." Okay, I'll give him this: dude's an amazing actor. Seriously, handsome and a great actor, why does he even want to be a supervillain? Dude can be the next Jake Gylnhall… wait a minute… that is Jake Gylnhall! Holy fuck! Is this seriously happening? They got him to play Mysterio?!

"The Elementals are appearing in the same places they were as in Mr. Beck's world," Fury noted, "so pack up, we are going to Prague."

"Mr. Fury, this sounds like big time superheroing," Peter was quick to reply, "I'm more of a neighborhood heroine kind of guy."

"Bitch please, you've been to space," Fury replied.

"There must be someone else you can call. What about Thor?"

"Off world."

"Doctor Strange?"

"Unavailable," Maria Hill replied, send Peter a glare. Damn, what's this bitch's problem?

"Captain Marvel?"

"Don't invoke her name," Fury narrowed his eyes.

"Please Mr. Fury, I can't do this. If my aunt found out I left my class trip she'll kill me. And if my classmates see my dressed like this," he pointed to his costume, "then they'll know I'm Spider-man. I'm sorry, I wish I could help you but I can't."

Fury was silent for a long time before sighing and nodding, "I understand."

"What?" What?

"I get it, you can't do it because of your field trip. Dimitri, show the kid the way out," Fury nodded to the tall rough looking man with long hair pulled back into a ponytail and a large pointy beard that looked well groomed.

Wait...Fury's just letting him go?

The man didn't say much, motioning Peter to follow him out. Peter wished them luck before running out, eager to get back to his hotel.

As soon as he left Fury's demeanor changed turning to Maria Hill he grumbled, "contact the travel agency his trip is booked under. Get Parker to Prague, whatever you have to do."

There's the asshole I knew and loved. I shook my head, some things never change. Did he seriously just think to himself that the best way to get Peter to help was by effectively holding Peter's classmates hostage?

I mean seriously, his brilliant idea is to hijack their field trip, introduce more possible civilian casualties into the path of a fire demon. If that isn't crazy I don't know what is.

"Fury, I don't like this," Mysterio spoke up.

"Frankly, I don't care what you like Beck. This is my operation, I suggest you get used to doing things you don't like doing."

Mysterio looks irritated, he turned and walked away, "I need some air. I'll see you in the morning."

"Don't be late," Fury called back, though Mysterio ignored him for the most part. Curious, I decided to follow the man, I figured he was going somewhere to prepare for whatever his next trick was going to be.

I floated right behind him, watched him exit the underground tunnels into a parking garage where, after a few moments of waiting, a white van came up. Mysterio smiled as the door opened for him, inside of which were several people all having matching smiles.

"Step 1 is completed," Mysterio said as he got in and the van took off. I followed behind them, "have the drones ready for Prague tomorrow, I don't want any mess ups. This is going to be our crowning moment, after this we will have Fury's trust and hopefully the Parker kid's as well."

"Does he have EDITH yet?" the bald man in the driver's seat asked.

"I saw him holding the glass's case, I don't think he's opened them yet," Mysterio replied.

I narrowed my eyes, they were after the glasses Stark left for Peter? I see…. Dickwads.

So not only was Fury going to force Peter into this, something I can relate to very well, but Mysterio was also after the only heirloom Stark left for Peter.

The kid was in deep shit and he didn't even know it. Damn it… now I'm feeling sad for him. I didn't want to get involved but now...

I was about to continue following them when suddenly a buzzing sensation hit my head, one of my magical alarms had been tripped.

Immediately I pulled myself back to my body, crossing great distances in seconds, arriving in my room and slipping into my real body just as a knock hit my door. I carefully got off the bed, so as to not wake Hope, and opened the door a crack.

I was surprised to see Flash Thompson on the other side of the door, with a phone in hand. Was he...recording me? "Can I help you?" I asked, confused, "it's late kid."

"So, are you Spider-man?" he asked.

"No," I moved to shut the door, only to have him block it with his foot.

"I need to know, are you Spider-man?!" he asked.

I sighed, "kid, listen to me very well. I'm a father, that makes me a very busy man. I don't have time to have a social life let alone run around in stupid red and blue spandex. So no, I'm not Spider-man."

"Hey, you take that back! That costume's dope!"

I kicked his foot and slammed the door shut. I winced, turning to see if the noise woke Hope up. Luckily for me, she was deep into her sleep cycle so I didn't have to deal with a cranky baby in the middle of the night.

I rubbed my eyes and walked out the balcony overlooking the beautiful Venician canals and the late night ferries out in the water, making some couples night all the better with a romantic tone and atmosphere. I guess even after today some people just won't let their night be ruined.

I had a choice now, one, to let things play out without interfering. Teach Peter a lesson about not trusting people and help him grow. Or two, tell him the truth. Tell him about Mysterio and… about myself. Guide him through this trial, guide him… make him a better Spider like Strange wanted me to do.

I looked down and spotted Peter coming back on the boat Fury took him on, Dimitri now driving. He landed a good distance away and web swung over to his room, landing with a thud.

I sighed, I honestly didn't have a choice in the matter. If I don't do what Strange wants he might drag his feet with Hope's cure, plus it's not like I can just abandon the kid...damn this.

So I walked out of the room, stood before Peter and Ned's door and knocked.

"Ah- just a minute," Peter replied. I heard a rustle of clothes, obviously he was changing out of his suit and trying to put something else on. I waited patiently and after a moment he threw the door open, panting. His shirt was inside out and his pants were backwards.

"Ah-hi?" Peter asked, confused, "can I help you sir?"

"My room," I replied, stepping away, "now. Or I'll tell Flash your Spider-man and you can deal with him stalking you."

"W-what?" Peter asked, shock and horror on his face. I said nothing, simply motioning him to follow me as I stepped back into my room.

Peter ran in quickly, shutting the door behind him, "I-I don't know what your talking about sir, I-I'm not Spider-man."

"So you ran into my room, closed the door and began whispering because you _aren't_ Spider-man? Have you ever heard the term acting guilty?" I asked, raising an eyebrow.

Peter blinked, "ah...I ...-"

"Hold up," I raised my hand, summoning several magical circles on my palm before flicking my wrist, sending them flying to the four corners of the room. They looked like an inverted 'E' with an 'S' intersecting it.

"Woah," Peter said, looking at the runes and then me, "are you a wizard?"

I smiled, "kind off...well, yes, but I'm more than just a wizard," I sent a mental command and my gauntlets came alive. They formed around my hands and my suit came around my form. In seconds I was dressed and stood before Peter in a black suit that was a mixture of Spider-man and Thor with a bright white spider spread across my chest.

"My name is Peter Parker, I'm from Earth ...well, to be honest I don't really know. Important thing is though, I'm a Spider-man, just not from this world."

Peter's eyes went wide, "what the fuck?!"

"Sh!" I hissed, pointing at Hope, "she's asleep! The sound ward will break if you make too much noise!" It won't, but honestly this will go a lot better if he doesn't keep screaming every five minutes.

"I-I-" he looked at me, then Hope and then me, "I have a daughter?"

"I...I suppose," it was an odd question, technically true and when I spoke it Peter's eyes rolled to the back of his head as he fainted.

I sighed, figures. I picked him up and threw him over my shoulder. I tucked him into bed next to Ned, seems this conversation was going to have to wait. But before I left I noticed his bag off in the corner, his Spider suit sticking out.

I shook my head, he really was too clumsy, honestly it's a surprise more people don't know his secret identity yet.

As I pushed the costume inside and zipped up his lap I noticed the glass case inside that Stark left for him.

I knew it was disrespectful, but for some reason Mysterio wanted this and I needed to know why. I opened it up and inside were the square blue tinted pair of shades I often saw Tony Stark wore.

Inside was a card with a simple message, 'For the next Tony Stark, I trust you. Say 'EDITH'.' I couldn't help smile, even dead Tony was looking out for the kid. For the first time I was beginning to regret not have a closer relationship with the man back on my world, he would have been a good mentor...I think.

Looking at them, they looked like a simple pair of glasses, but know Tony and the call sign he left behind I'm guessing it was an AI system inside the glasses. What it did I didn't know nor do I think I should try and find out. It was probably a personal gift from Tony to Peter and I don't plan on robbing him of the chance to have them.

I put the glasses and the card back and shut the box, but not before casting a powerful warding spell on the box making anyone who didn't have a similar energy signature to a spider totem unable to open it.

I put the glasses back and found Peter's laptop inside. Hm, I'm definitely going to need to borrow this.

I took it out and placed it on the table, turning it on and meeting a password bar. It took me three tries to get in, 'Michel Jones' wasn't very secure.

Using Peter's computer, which was very advanced I must say, probably Stark tech, I managed to piggyback off of the travel company that arranged the school trip to SHIELD, or whatever it was that Fury was currently leading.

I found the 'arrangements' they had made, a luxury bus trip to Prague and a one night and one day stay at a fancy hotel in Prague.

Since I was going to crash Peter's school trip anyway I decided to club two new additional guests into the travel company's program, Hope and myself. To the company and anyone who sees it will seem as if it was a technical glitch, but nothing to be too worried about since it isn't an unusual thing to happen.

If SHIELD noticed then I might get on Fury's radar, but right now, as far as I'm concerned, keeping an eye on Peter is far more important than flying under the radar.

After making the trip plans I decided to use this rare chance with a computer to build up some resources for myself, can't keep borrowing money from Wong after all. I used every trick in the book and some new ones I came up with to create a bank account for myself and secure funds from insecure bank accounts.

You could find anything in the Dark Web, provided you know where to look. A couple of stolen credit cards and IDs later I had saved enough money to keep Hope and me living comfortably for a few days. It wasn't a large amount, just a dollar from over hundreds of accounts, nothing that would stick out too badly.

When I was done, it was near dawn. I made sure to erase any digital footprint I may have accidentally left behind while digging around in the net's underbelly, put Peter's laptop away safely, and went back to my room.

Coming back I smiled at Hope's sleeping visage, the soundproof charms and warning sigils kept her safe and her night peaceful. I could see the sun just rising over the horizon far away, maybe I could get a few hours of rest, maybe just a few minutes. Just a few moments to shut my-

"-Daddy!" Hope called out, almost jumping out of the bed, "daddy I'm hungry!"

Or never mind.

"Okay Princess," I sighed, pushing the sigh of exhaustion away with a smile, "let's wash up and we can get your some breakfast, I'm sure the hotel will have something ready."

"Okay!" Hope smiled, rubbing the sleep out of her eyes.

 **An hour later:**

Washed and feed Hope and I walked out of the hotel hand in hand, just as the Parker's highschool field trip came out ready to move as well.

I noticed Ned and Peter off in the corner, both eyeing me and Hope. I could tell he had questions he wanted answered, but obviously after fainting he ruined the last chance we had of talking privately, now, with all these people, it was impossible to talk.

"Alright kids, we're going to Prague!"

"Wait, what?!" Peter cried out, finally taking his eyes off me and Hope and looking to his teacher who then explained how the travel agency offered an upgrade.

Obviously the students had issues with that, but shut up the moment they saw the big black luxury bus they had waiting for them, driven by the same agent Fury sent for Peter yesterday, Dimitri if I recall.

"Wow, what's that thing daddy?" Hope asked, her eyes practically sparkling with wonder.

"It's a bus honey. Like a big car."

"Oh, are we going to ride it?"

"You bet we are."

The kids got on, Peter gave me a look. I nodded and motioned to the bus, walking up to it with Hope, "ready to see more cities baby girl?" I asked Hope.

"Yup! Can I have icecream now?"

I rolled my eyes, "yes, you can have icecream. When we reach the city I'll get you some."

As we walked on the bus Dimitri held his hand out and glared, stopping up from boarding. He growled, "what are you doing?"

"Of you'll check your logs my good man, you'll find that my daughter and I are also booked in the same travel packaged. They company called me last night, something about a mix up with our tickets and they offered this as compensation."

"What?" Dimitri asked, pulling out his table and going through the logs, only to have his eyes widened in surprise as he looked back up at me, "this isn't right."

"Yes well," I shoved his hand aside, "take it up with your boss. Come on Hope, let's get on the bus!"

"Yay!" Hope cheered as she jumped onboard, rushing inside.

"Ah, excuse me, but what's going on?" the teacher in charge asked, clearly surprised at Hope and my preceness.

"Apparently we used the same travel agency and apparently they screwed the pooch on us both. So we're going to be coming with you to Prague," I flashed the man a smile, "I hope you don't mind. You can check with the big guy up front if you want."

Th teacher looked to Dimitri outside, who looked pissed off as he began talking to someone on the phone, obviously reporting Hope and I.

"Oh, n-no, not at all, I just was curious is all," he said eyeing me up and down before turning to my daughter, "not a problem at all." The students all looked confused, but took it in stride, merely shrugging before turning back to their phones.

"Hey Hope," Michelle spoke up, a smile on her face, "so you coming with us huh?"

"Yay! Daddy said we're going to Prage," my little girl smiled, mispronouncing the name of the city.

"Oh, you are! That's awesome!"

"Come on sweety, let's go to the back," I promoted Hope, turning to Peter and Ned who had just got on and motioning to the back row which was currently unoccupied. Peter looked nervous but nodded.

"Daddy, can I sit here?" Hope asked, looking up at me with her trademark puppy dog eyes, "please?"

"I-Princess we shouldn't bother them-"

"-It's no bother," Michelle said quickly, "no bother at all."

I sighed, turning to Hope and shrugged, "fine. But remember, if you do something naughty no ice cream for a week."

"No! I'll be good!" Hope cried out before quickly sitting down next to Michelle, the little red head quickly gaining the attention of all the students around her by just being the cutest thing in the world. And I'm totally not exaggerating on that cute part, my kid is the best.

With Hope occupied I turned my attention to Peter. We moved along slowly to the back and sat on opposite sides. He looked at me, I motioned him to wait and stay silent. Ned was moving to join us, but in the last moment a girl called him over and forced him to sit down next to her.

I'm guessing Ned won't be joining us after all.

As soon as the bus began I threw up a bubble of red gold energy around us and turned it Peter, "we can talk now."

"Woah...so not a dream. What is this?" he asked, looking at the aura surrounding us, "like that muting spell from last night?"

"Yes, just a bit smaller is all. Now come closer," I motioned, "they can still see us."

Peter looked up nervously and once he was sure no one was looking scooted closer, hiding behind the seats before us. "So-so last night was real?" Peter asked, his eyes growing wide, "y-your-"

"-Peter Parker," I explained, "or at least a version of us."

"Multiverse," Peter's eyes went wide, "wait...why should I belive you?"

I raised an eyebrow, "you do remember that costume I wore yesterday right?"

"Anyone could have a costume."

"The magic wards around you?"

"You said your me, but I don't know how to do those things."

I nodded, "fair point...so how should I prove to you I'm not lying?"

"I don't know...tell me something about me that only I know."

"Dude, I'm not you from the future, I'm literally another version of you! We had different lives! As you can clearly see," I motioned to Hope who was playing patty cake with Michelle. Huh, when did she learn to play patty cake?

"Fine… then-webs!" he practically shouted, "can you spin webs?"

"Eh, kind off," I held out my hand and shout out a magical whip onto the nearby window, "I sort of don't want to waste the little web fluid I have, so I use this magical substitute."

"So cool," Peter said as a smile came on his face. He reached out and touched the line of magic, the energy line twinging as he flicked it, "h-How does it have any structure? Magic?"

"Magic," I nodded, dismissing the whip, "but if you want to look at it in a scientific term I'm able to divert the form of light from its dual nature to a single particle nature."

"How does that even work? I mean that totally negates physics as we know it!" Peter cried out in excitement.

"I know right! Seriously man, you should give magic a try. It's the other side of science, the only thing if the explanations you get might not always be testable in a lab or directly translate into the structure humanity has of what is and isn't possible in science today. Why just a month ago I was reforming the spatial dimensions in Hope's room, make it bigger on the inside, and Sue, a friend of mine tried to scan what exactly allowed the room to gain extra mass. Caused all her equipment to fry out and the server to start running an endless chain of algorithms and solutions."

"Woah, so does that mean magic can be detected by science? Even if in a limited capacity?"

"Totally. In fact that was one of the first things I tried doing when I began to learn magic. It was-' I stopped and blinked, "we're getting off topic."

"Oh, yeah, sorry," Peter smiled shyly as he backed away.

"You don't need to be sorry Peter, I'm a version of you, remember," I smiled, "I know the feeling. We can talk science later, but right now there's a lot I need to tell you."

Peter nodded, "I...I still don't know if I can trust you."

I blinked, "why?"

"Well, it just doesn't make any sense. I mean, it's too much of a coincidence. First Mysterio and now you...unless," Peter's eyes went wide, "did you come here because of the snap too?!"

"What? The snap? You mean because Thanos clicked his fingers?" he nodded frantically, "no Peter. The reason I'm here is because of my daughter and my status as a Spider totem."

"A what?"

I leaned in, "you see Peter, we, you and I and people like us, we are called totems. When a human takes on the properties of an animal, they become a totem. We are Spider totems and-"

"-So wait, if someone is bitten by a radioactive cat they become a cat totem?"

"Ah, no, it's not like that. They would have to have inherited some of the cat's properties."

"Is Ant-man and ant totem?"

"I….I don't think so...I mean, strictly speaking no but he can control ants…." I snapped out of another possible tangent thought, "look, that's not important right now, what's important is that Spider totems, like you and me, have a special place in the multiverse. It's kind of...well there's a long mystical explanation to it, but I'll spare you the details. Basically we're more in tune with the multiverse and multiverse travel due our status and that's why my daughter and I ended up here, in your world."

"So… you need my help getting back home?"

"Are you a master of the mystic arts?"

"No, but I know a guy."

I smiled, "Strange, yeah, we spoke to him already, he's finding a way to get us home as we speak."

"Then, I mean, don't get me wrong, knowing all of this is fascinating and all but...why did you tell me this?"

"Because Peter… I'm here to help you," I took a deep breath, "because right now your in the cross hairs of both Nick Fury and Mystiero and frankly I don't know which one I distrust more."

"Wait, what?" Peter looked confused, "Mysterio? You mean Beck? What's wrong with him?"

"Beck, Mysterio? Peter he's a bad guy. He's lying to you. He isn't from some other world, he's from your world," I explained slowly, "trust me on this Peter, this is his origin story, supervillain debut. Honestly, I have no idea how Fury could have missed it, I mean come on, that story he told you alone about the Elementals was such bullshit I surprised your Spidey Senses didn't pick up on it."

"Spidey sense?" he asked before shaking his head in dismissal, "no, not the point. What do you mean bad guy?!"

"Last night, when you were meeting with Fury, I followed you," I explained.

"You did?" I nodded, "like under the tunnels?" Another nod, "I didn't even see you."

"Kind of the point," he nodded, his full attention on me, "I'll be honest Pete, I didn't want to involve you in this, you had your own life and trials to face and I don't believe in cuddling kids. Expect mine," I quickly added, "but...Fury is being played and he doesn't know it and he's bringing you into this as well."

"I-I can't believe this."

"Trust me, Nick Fury of my world is just as heartless of yours."

"No, I mean, Mysterio not being from another world...how do you know?"

"The designation for your Earth," I explained, "it's not 616, it's 199999. Trust me, you do not want to get the two confused."

"That's a lot of nines..."

"I know...plus after you left, Mysterio stormed off and I followed him. He got in a van with other people and started asking them if everything was ready for tomorrow and discussing about how to get your glasses," I twitched my fingers and the wooden glass case sticking out of Peter's open bag flew into my hands, "because Mysterio's after these."

"What?! Wait, how did you even do that?! I didn't see you move! Do you have invisible webs or something?!"

"Invisible webs? No, don't be ridiculous, I'm telekinetic, like Wanda. You know Wanda right?" he nodded, "yeah, like that. Can move things with my mind."

"No way."

"Yup," the glass case began to levitate before opening up showing the glasses inside, "they are after these. I don't know why or when he'll make a move for them...but I'm here to help you."

Peter took the glasses and the card. I leaned away and let him read it out loud. He smiled as slowly he began tearing up. He looked at me and the glasses. "Put them on," he told him, "he did leave them for you."

"Y-yeah," he choked up as he did so. He pushed them up with his finger, allowing them to rest on the bridge of his nose. He looked at me and smiled, "what do you think?"

"I think they're a little big on you," I admitted, "but...I think you'll grow into them eventually..."

"I...I don't know if I should trust you. Yesterday I met a guy from another world and now I'm being told by another guy from another world that the first guy is lying to me," Peter chuckled a hollow laughed. He looked at me and for a moment, the teenager washed away and I saw that spark of fire all Peter Parker's held, "can I trust you?"

"Always," I replied without a moment's hesitation, holding out my hand, "except when it comes to my daughter. If she's ever in danger, all bets are off."

"That's fine by me," Peter smiled, shaking my hand. He turned to Hope and me, "so wait...who exactly did you marry?"

"Oh, technically I'm not really married, but Hope's mom is my girlfriend," I left out the part where she was one of many.

"Oh. Okay...do I know her?"

I chuckled, "different worlds Peter. You don't know her."

"Okay… cool...so technically does that mean I'm her dad too?"

"You know, I wondered the same thing when I met May," I chuckled.

"Who's May? Like Aunt May?"

"Oh, no, she's the daughter of another Peter Parker from Earth-982. I ran into her some time ago, we bonded."

"Dude…. That is so weird."

"I know right!" I grinned, something told me this bus ride was going to be a very fruitful one.

* * *

 **I apologize for not updating for the last three weeks and for not telling you why before hand. I know usually I do but someone in my family that got hurt badly and I couldn't even begin to think of anything but their well being. They managed to pull through though, so lucky for you people I won't be an emotional mess for the next few months thereby robbing you of any future updates.**

 **I am glad though to see so many of you were so curious and worried for my safety, it means so much.**

 **And to those who took advantage of this to spread rumors that** _I_ **was the one hurt: Stop it. It's not proper to be spreading around false rumors like that even for shits and giggles. I enjoy a good prank and troll, but not over something important.**

 **Also I've seen the supportive comments people send on my behalf to those less than polite guest bashing the story explaing why they are wrong. I thank you for your support, honestly coming back to see people bashing me was tough, but seeing people actually defending me in the comments when I didn't even know I was being bashed was amazing.**

 **Seriously, I can't help think that a big part to why I managed to pull myself out of my state of depression and focus on something important was because of you guys and your support.**

 **Anyway, hopefully there will be no further interruptions in my life, Stan Lee willing, and you all will have another chapter ready by next week.**


	90. An Amazing Spider-man Is Born

The bus pulled up to the middle of a quiet little town that seemed to be filled with people out and about enjoying the fresh healthy air. There were a group of cyclists coming around and kids running around as the bus came to a stop before a small wooden bus station.

"Alright everyone, ten minutes for bathroom and snacks and then we're heading back on the road!" one of the teacher called out as the other almost teleported out the front, crying for the bathroom.

"We'll talk after the bus starts again," I tell Peter in a low whisper, dismissing the sound ward around us, "keep the glasses close, I don't know what they really are but they are clearly important."

"Right, got it," Pete nodded as he got up and walked out, the glasses hanging off his collar.

I quickly walked to Hope and leaned over her seat, "you good Princess?"

"Daddy! Look what I can do!" Hope cried holding out her hands and between her fingers were red threads in the shape of a cat's cradle.

"Wow, did you do that yourself?" I asked, my eyes going wide.

"Yup! Michelle showed me!" Hope gushed.

"It was nothing, she's just really quick," Michelle commented, smiling at me before looking out the window, frowning. I followed her eyes and spotted Peter, he was heading to another part of the rest stop than the others, something was off.

"Hope honey, you need to use the bathroom?" I asked.

"Hmm, yeah," Hope nodded, pulling her digits free of the thread and pushing off her seat, "can I come back and play some more with Michelle?"

"I don't see why not," I replied, turning to the girl in question, "thanks a lot for playing with her, I think you're probably her favorite person in the world by now."

"No, no it's fine. I love kids," Michelle nodded.

"I can tell," I smiled, "come on Princess," I took Hope's hand and we quickly stepped out of the bus. I caught the eye of Dimitri and I smelled his caution. I was an unknown element and he was scared, good. By now Fury would have been informed about me, meaning my anonymity is a thing of the past.

I took Hope to the men's restroom and helped her to use one of the stalls there. Lucky bus stands in Europe don't seem to follow the stereotypes that American one's did as it was not only clean and neat but it was also very pleasant to be in.

God am I seriously being impressed by a bus stand restroom?

After washing her up Hope and I made our way back to the bus, just in time to see Peter burst out of the side door he went in five minutes ago, adjusting his pants, following one of his classmates.

"Brad! Brad wait I can explain!" Peter cried out.

"Peter, look, if you want to hook up with some random European babe during our class trip that's on you, I'm not judging," the kid reply with a smirk.

"Brad please, you cannot show the picture to MJ," Peter begged.

"Look Peter, it's obvious you like MJ, and truth be told I like her too. And she deserves to know the truth," the taller boy replied before hurrying away.

I raised an eyebrow, looked at Peter, hie eyes went open as he rushed to my side, "what happened?" I asked.

"It's Brad. H-he came in and took a picture of me with my pants down," Peter replied rapidly.

"Why were your pants down?"

"I-I was changing into my costume."

"What?! Why would you-oh never mind, did he see the suit?"

"No, but he's going to show that picture of MJ and he's going to ruin my chances with her, please you gotta help! Can you like, teleport his phone or something?!"

"Dude, relax," I patted his shoulder, "so what if Michelle sees a picture of you without your pants? Not only will that get you points, because let's face it, we look awesome without pants, it will also make that kid seam like a creep. Seems like a win-win to me."

"You don't understand!" Peter cried out, "there-there was another person in the room. A femaleagent of Fury's."

My eyes widened in understanding, "and if Michelle sees you without pants next to a, I assume beautiful woman, pantless, she might think the worst of you."

"Yeah..." Peter hung his head, "god, I started this trip out with a plan, but everything's just-just breaking apart."

I was about to reassure him that everything would be alright, promise to take care of it, but before I could, Hope stepped up and took Peter's hand in hers and squeezed.

Peter looked surprised as he looked up, meeting Hope's eyes. She replied in the kindest and most understanding voice a girl her age could make, "don't worry. My daddy's a hero! He can help!"

A smile came on his face as Peter looked up at me, "dude… your kid's awesome."

"Between you and me? She gets it from her mom," I grinned, turning to Hope, "Princess, you want to show Pete here your new trick that Michelle showed you?"

"Yeah!" Hope replied, her eyes growing wide as she grabbed Peter's hand and pulled him to the bus, "come on I'll show you! It's really cool! Do you know how to do it?"

"Ah, yeah," Peter turned to me, "but the picture"

"-I'll take care of it," I replied with a smile, "Hope honey, I don't think Peter here talks a lot to Michelle, so you need to introduce the two, okay?"

"Okay!" Hope chirped.

"Wait, my bag! I left it behind!" Peter pointed to the back room, just as a tall thin blonde woman came out, holding out said backpack. She threw it at him without blinking and Peter caught it easily, "t-thanks."

"That's who you were pictured with your pants down?" I asked, looking the woman over, leather pants and leather jacket, "you sure you want the picture gone?"

"Dude!" Peter cried out.

"Come on!" Hope cried out, "we're wasting time!" she then proceeded to drag him onto the bus, rushing to Michelle's side.

I turned to the obvious secret agent and waved, "Hi there! Lovely day isn't it?" She said nothing, simply crossing her hand and glaring with her coldest gaze. It would be intimidating, but I literally fought people who could break moons with their fists so she wasn't really all that scary.

But… I did smell something, something off. I immediately recognized it as the same scent I smelled back with Fury. It didn't feel right, like something was off. It was her, it had to be.

I sent out a mental probe and the moment it touches her mind's surface I knew what was wrong.

It wasn't a human mind.

There were particular neural patterns humans had that other species didn't. I knew from experience that the closest thing to a human mind aliens had were the people of Xandar, and even then you could tell the weren't 'normal'.

She's… something else.

' _Who is he? Why is he here? Talos told me to report everything to him and yet I find nothing to report back. Something is off with this human._ '

Talos...where did I hear that name? It's there in the tip of my...Skrull...shapeshifters. She's a shapeshifter. Which means Fury is in danger...wait, didn't I smell the same thing on him? Then that means he's also... oh dear Stan Lee this is so screwed up.

The woman broke her gaze and walked away. "Does this mean I won our staring contest?" I cried out, only to get silence in reply. I slowly walked back to the bus and got on, only my mind was filled with questions.

I passed by Peter sitting between Hope and Michelle, the two girls showing him in great detail how to make a cat's cradle. Michelle teasing him about clumsy finger while Hope just laughed, joining along.

I caught his gaze and he looked at the other kid, Brad, and sent a pleading look. Oh, right, the photo. I rolled my eyes, teenagers, am I right?

Brad was currently on his phone, I passed by his seat and turned around. He was looking at the photo he took off Peter and moving to hit the share button. Might as well get this over with.

I moved in from behind and pressed my fingertips against his neck and sent a jolt of electricity into his body, just enough to stun him unconscious. I grabbed his phone and quickly deleted the photo, after which I put the phone back in his pocket.

"Did Brad fall asleep?" one of the kids across the aisle asked.

I smiled, "Yes, it seems so. He looks cold though, does anyone have a blanket?"

"He could use mine!" one enthusiastic girl called out as she practically threw a woolen sheet at Bard's face. Looks like someone has a fan club.

I tucked the boy in and moved forward, sitting down in the free seat across Peter, Michele and Hope. Peter looked at Brad and then at me with a confused look.

'Did you-' he mouthed, pointing to the unconscious boy. I nodded before leaning against the window and sighing. Hope was occupied and so was Peter, maybe now I could finally catch some sleep.

I yawned and stretched my hands, tucking them underneath my armpits. Just as sleep finally seemed to great me though someone jumped into the seat next to mine. I looked and saw Flash inches away from my face with his camera on and pointed right at me.

"Are you Spider-man?" he asked again.

I looked at him and the camera, "are you livestreaming right now?"

"Yeah, so, are you?"

"No, I'm not Spider-man. And if you don't get that phone out of my face I will break it into a million pieces and then shove it right up your-" I stopped myself as I got a glimpse of Hope behind Flash. I sighed, fatherhood made me soft.

I rubbed my eyes and continued, "kid, listen. The truth is this, I love Spider-man, he saved my life, I dress up as him and that's it, understand? No if you'll excuse me I'm tired and need to rest."

"Yeah… okay," Flash replied as he got up, his camera still on me, "but, if you were Spider-Man, you would tell me right?"

"Yes kid, I would tell you," I rolled my eyes.

"Right,' Flash replied before walking away. I caught him taking a few pictures, which I pretended I didn't see, and put my full focus on trying to just get some rest. And soon enough, my heavy eyelids closed and world around me just seemed to fade away.

 **Several hours later in Prague:**

"This is a nice place," I whistled as we walked into the hotel looking at the royal white and gold theme they seemed to be going for.

"So you-your going to be staying with us as well?" Peter's teacher asked.

"Yeah, like I said, travel company booked us together, so we'll be with you all for the whole trip," I smiled and winked, "don't worry, Hope and I won't be a problem."

"Oh, yes, that's good. Not that I think you're a problem," the man quickly replied, "it's just having a stranger accompany us on a trip with teenagers isn't very, ah- safe?"

"Well then next time how about we both book trips with a reliable travel agency huh?" I smiled, walking away and ending the conversation right then and there. Hope was in my arms, asleep. Apparently playing all day tuckered the poor girl out and she was out like a lamp an hour before we reached.

I spotted Ned and Peter off to one corner talking and I quickly approached. Using my advanced hearing I heard Ned speak, "-I'm still your guy in the chair."

"Yeah Ned, I know," Peter replied before spotting me. He cleared his throat and Ned quickly got the hint, shutting up, "so ah-well-"

"Did you tell him yet?" I asked Peter.

"No," Peter replied.

"Tell me what?" Ned asked, looking confused.

"Should I? I mean, I thought it was supposed to be a secret," Peter replied pointing to the two of us, "like, you know, totem secret?"

I shrugged, "honestly, I don't care. Just explain everything to him and make it quick, I'm guessing Mysterio is going to make him move here, dd Fury contact you yet?"

"He knows about Fury?" Ned asked.

"Ms. Hill called me," Peter said, ignoring Ned's clear confusion, "she told me put on an earpiece and await instructions."

I nodded, wondering to myself if Hill was also a Skrull. She had to be, of all the people in the world she knew Fury best, is she was human she would know Fury was replaced. Damn, just how deep does this secret invasion go?!

"Alright, I'll check and and then we'll talk," I nodded, turning to Ned's confused look, "and tell the poor boy everything before he blow a blood vessel."

"Right," Peter nodded, turning to his friend with a look of utter excitement, "you are not going to believe this."

"Dude, who is that guy?" Ned asked as Peter took him aside and began explaining everything.

I walked to the reception and quickly checked into the hotel, managing to get a room on the same floor as Middletown high. As I got myself booked I began thinking about the situation on hand.

I didn't realise it before, what with running on only a few hours of sleep, but right now this world was in the middle of a secret invasion. I remember it being a big thing in the comics because the Skrulls were bad people and all that, but in the MCU they are apparently not the bad guys, which honestly is less of a pain if true.

Last thing I need is a species full of shapeshifting aliens trying to conquer the galaxy. But could I trust them? I remember Carol telling me about them, it was some time ago but I remember.

How she helped them find a home, how the Tesseract played a big role in that and how in the end she found out they were nothing more than the refugees. While I respected the hero and always will, she can be, at times, navie.

Who's to say the Skrulls will always be the victims? Who's to say they don't want revenge for the way they were treated? Who's to say that one day they might turn the tables on everyone by playing the long game?

It was 'ifs' and 'buts' at this point, I know, but right now I need to find out if I can trust these Skrulls ...and I guess the only way to do that is to get involved and confront them.

After checking in I walked back to Peter and Ned, judging by the look of awe and confusion Ned was giving me, Peter told him everything.

I smiled and held out my hand, "it's a pleasure to meet you Ned, officially that is. I'm Peter Parker, from Earth… well, I'm not really sure. But, I am Spider-man."

"Oh my God this is so cool!" Ned cried out, looking like he was going to faint, "you're Peter? Another version of him? From another world?! That's so cool!"

"Maybe we should continue this conversation in my room later," I told Ned, eyeing Flash who noticed the yelling and was trying to figure out the reason, "make sure you bring those glasses Peter."

"Yup, come on," Peter practically dragged Ned away. I eyed Flash and quickly walked away, making me way to my room and quickly changing Hope's suit into something more breathable, tucking her into bed.

Just then Peter and Ned came running in, "sh!" I quickly hushed them, "quite, Hope's still asleep."

"Sorry," Ned replied as Peter quietly shut the door behind him.

I waved my hands and quickly placed a sound ward over my baby girl. I turned to them and nodded, "now we can talk."

"Is that magic?" Ned asked in shock, turning to Peter, "can you do magic?"

"No Ned," Peter replied, "I don't think I can."

"It's like any scientific subject," I shrugged, sitting down on the bed's corner, "takes time and effort but honestly, anyone can do it."

"So, you don't need to be born with magic? You can just learn it?" Ned asked, his eyes going wide.

I nodded, "pretty much. But it takes a lot out of you, trust me on this, you need a strong sense of character to wield magic."

"I have a strong sense of character, right Peter?" Ned asked his best friend.

"Yeah, you do," Peter nodded, before talking out the glasses, "I got them. Ms. Hill told me to meet her in ten minutes at a hotel across the road. What do we do?"

"Alright, first things first, put them on and activate them," I instructed.

Peter did so and frowned, "how do I-"

"-Card," I pointed to the note that came with the glasses.

"Right," Peter read it and spoke, "Edith?"

" _Hello Peter, my name is EDITH, Tony Stark's augmented reality security and defense system,_ " the glasses quickly called out.

"Woah," Ned said, his eyes going wide.

"I knew it was an AI," I whispered.

"Your called EDITH?" Peter asked, frowning.

" _Yes, it stands for: Even Dead I'm The Hero, Tony loved his acronyms,_ " I snorted and rolled my eyes, Tony did love his acronyms.

"M-Mr. Stark built you for me?" Peter asked.

" _No. But you have access to all of Tony's protocols,_ " the AI replied.

"Like what?" I asked, prompting Peter.

" _I'm sorry, but you are not authorised to ask me that._ "

"Oh, right," Peter cleared his throat, "EDITH, what exactly can you do?"

" _Would you like me to show you?_ " the AI asked with a hint amusement as suddenly the lens light up.

"Woah!" Peter cried out, looking around the room.

"What's happening?" I asked.

"It's like-it's like it's showing me everything about everyone," Peter replied, turning to me, "it's showing me a profile about you. But it's...coming up blank, just a bank account.'

"Different world remember, I don't have much of a digital footprint in this world," I replied, turning to Ned, "check Ned."

"Yeah, check me," Ned asked excitedly.

Peter turned and blinked, "wow, it's like showing me everything. His text messages, his private information details and...dude, if your middle name Martha?"

"Woah! Not cool! How the hell does it know all that?" Ned asked, quickly backing out of the glasses frame.

"Tony built this, I'm guessing it's probably one of the most advanced pieces of technology on the face of this Earth," I hummed, looking it over, "Peter, ask Edith to run a search for Carol Danvers."

"Captain Marvel?" he asked. I nodded and he gave the command, growing as images came over the lens, "wow, that's like, a lot. Is that...her birth certificate? Woah, she's like old..."

"Yeah, don't mention it," I smiled, "does it mention how she and Fury met?"

"Ah… no, says it's classified."

"I see," so it couldn't hack into SHIELD level restricted files, makes sense. But how about, "can EDITH tell us how many buildings the Hulk managed to break down?"

"One sec," Peter gave the command and widened his eyes, "18?"

"That doesn't sound right," Ned shook his head.

"No, sounds right," I hummed. So it can compile data with an almost alarming capacity. Either that or someone has that totally random iota of information just ready to go at a moment's notice.

"How could the Hulk have only broken 18 buildings? I've met the guy, he's a big guy," Peter pointed out.

"So have I, trust me, he isn't that clumsy. Plus, remember, it's not how many building's he's damaged, but how many he managed to break down, meaning entirely. I'm sure if you counted damage done in any way or based on the amount of information it would be a lot more...Peter.."

"Yes Peter?" Peter said.

"This isn't going to be confusion at all," Ned pointed out the obvious.

"He's right, we should totally give you a code name or something," Peter pointed out, "like… Peter two?"

I raised an eyebrow, "I'm older than you, you're Peter two."

"Yeah.. but this is my dimension so...you know..."

I smirked, "call me Ben."

Peter's eyes widened, "Ben..." I caught his eye, he looked away, "r-right, Ben… good name… do you-"

BRING!

Peter's phone started to ring, loudly. He picked it up and took off the glasses, "it's Ms. Hill."

"Send it to voicemail," I replied, waving his worry away as I began to think.

"What?!"

"Just do it," I hissed. Peter looked panicked but his the red button, sending her to voicemail.

I took a deep breath and began to pace back and forth in the room, "so what do we know? Mysterio is after EDITH, we know he's faking the attacks. I don't know how, but we know whatever his plan is relies on this fear mongering he's building up, tricking Fury and being seen as this hero by everyone."

"Maybe he wants to be the next Iron man?" Ned spoke up with a shrug.

I stopped and turned to him, "that's...that's right….he does want to be the next Iron Man...the next Tony Stark ...that's why he's after those glasses. They are more than just a piece of advanced technology for surveillance, what did Tony write in that note again?"

"Ah, 'For the next Tony Stark, I trust you'," Peter quoted.

"Those glasses, they are a crown, a symbol. Tony meant for you to have them, because he meant for you to be the next Iron Man," I realised, walking up to Peter. The teenager looked shattered, confused and most importantly, overburdened.

"So… he wants EDITH because he...he wants the crown?" Peter asked, collapsing onto the edge of the bed.

"What do we do now?" Ned asked as just then Peter's phone started to ring yet again.

Peter looked at it and whispered, "it's Ms. Hill again..." he looked up at me and I saw inside of him a shattered burdened young man, the same look I once hand after Doom destroyed my life back on my Earth...lost, forgotten. I didn't have anyone to help me then...he does now.

I kneeled down and placed a hand on Peter's shoulder, "listen up...we can do this two ways. One, we catch Mysterio in the act, throw off whatever plans he has place and show Fury he's a fraud. Or two...we do the same thing but we have a little fun with it."

Peter and Ned shared a look, "what did you have in mind?" I grinned.

 **SHIELD Black site:**

"When we call you, you pick up!" Fury cried out, towering over Peter, anger visible in his one eye. "You better have a damn good excuse."

Suddenly the very cool and lavished hotel room Peter found himself in became very hot and uncomfortable. The room was large and filled with agents, portable terminals set up all around the walls, the very same equipment used in Venice.

"I-I needed time to slip away," Peter stammered out, hands up in surrender, "people started asking me questions and I couldn't answer! So I had to wait before I could come!"

Fury narrowed his eyes, "you're telling me you couldn't get away from seven teenagers and two bumbling adults?"

"Hey, those are my teacher's your talking about!" Peter protested. Fury lifted an eyebrow and Peter sighed, "no need to be so blunt..."

"Leave the kid alone Fury," Mysterio spoke up, "he has every right to be a little reluctant given how you hijacked his school trip and forced him into this."

"He had an obstacle in his way and I removed it," Fury replied, and just then thunder cracked. It drew everyone's attention and Fury immediately turned to Hill, "what was that? Did we have any reports of thunder storms in the area?"

Hill rushed over to a terminal and began to work away, "no sir, I don't know what it is, but there's no way a storm could be forming here. Rain season is late Fall."

Fury turned to Mysterio, "Beck, is there any chance the Elementals are causing this?"

"Call me Mysterio," Beck replied seriously, flashing Peter a smile. The boy however failed to replicate it. Mysterio looked a little taken aback but turns to Fury, "and no, they don't do that. I mean, the Wind Elemental might but that's already dead..."

KRAKOOM!

"Okay that isn't natural!" Fury looked outside the hotel's window, "there isn't a single damn cloud in the sky! Hill, get me a status report! I want to know exactly what's causing this!"

Hill's eyes widened, "wait...thunder but no clouds...sir, do you think-"

KRAKOOM!

Lightning came down, hard, right outside on their balcony. Everyone flinched and tried to block out the light that exploded into the room. When the brightness passed and people regained their vision, they looked outside to the patio doors and watched as they swung open and a God walked through them.

"Well now, glad I found you all this time. You wouldn't believe how many portals I had to open until I found the right one!" Thor smiled, swinging StormBreaker onto his shoulder and smiling. All the extra weight he had before was gone, his hair and beard trimmed to a clear clean cut.

The room was silent, no one said a word. And if one looked at Peter Parker, they would have seen him smile at a plan coming together.

 **With The Spider:**

I grinned, I had to say, I surprise even myself with the shit I come up with. I mean when was the last time I ever did something like this? Tricking people, god, I think it was when I fought Doom. Ever since then it's always me using my fists to send the message, no finesse.

All it took was the glamour spell I learned with Wanda, Jean and Felicia, during the time we were guarding the London Sanctum, a pipe which I enchanted to look like Storm Breaker and a little bit of thunder dancing around my fingertips.

I turned to Fury and smiled, the wide grin I remember Thor flashing me many times, "Fury! What's this I hear about you fighting Fire Monsters?!" I asked, doing my best Asgardian accent, shaking the man's hand.

"I-I was told you were out in space," Fury replied, slowly shaking my hand, "that you and the Guardians were busy saving the galaxy or something."

"Well, between you and me, Quill's little quest to find his lady love is starting to get tiring," I winked, "had some free time so I decided to check my old Avenger's communicator and wouldn't you know it, I had a message from Peter! Telling me you were fighting giant monsters and you didn't invite me! I mean, I don't mean to tell you how to do you job, but fighting fire giants is kind of my area of expertise you know."

"Is that so," Fury turned to Peter, looking for an explanation. Peter just shrugged, "well, either way I'm glad you're here-" I spotted Beck moving to the door from the corner of my eye. Not letting you get away asshole!

"-And who is this?!" I cut Fury off, turning to Mysterio. I walked up to him, looking him up and down slowly, my eyes narrowed, "I didn't seem to recall you. Are you new?"

"I-I am. My name is Quientin Beck, Msyertio," he held out his hand to shake.

"Well met Quientin, son of Beck," I shook his hand before leaning in, "but between you and me, Mysterio seems a bit childish for a superhero name, don't you think?"

Beck said nothing, gulping and nodding slowly. "Now then!" I threw an arm around the man's shoulders and basically dragged him back to the spotlight, "we have three heroes and one monster! Who's ready for some slaying?!"

"W-wait!" Peter called out, finally recalling his part of the plan. He turned it Fury, "my friends, we need to keep them safe, they can't get in trouble."

"The faster we stop the Elemental, the safer your friends will be," Fury replied coldly before turning to me, "come, we'll get you up to speed."

"Wait, what's this I hear about children being in danger?" I asked, lightning sparking between my fingers, making Beck, who was still under one arm, flinch in surprise.

"Thor it isn't that simple-"

"By my beard it is," I growled, "there are children in danger fury and your answer is to do nothing? Where is the man that shot down a plane containing a nuclear bomb, willingly sacrificed his own life to save the whole of New York? It's almost like you aren't even human..."

Fury, for a second, just one second, stopped himself. He looked at me and that's all it took for me to hit his mind with a mental probe strong enough to dig past any defenses he had and into his consciousness thoughts.

He was a Skurll. And more importantly… he was Talos. Damn, I hate being right.

"Fine," fury turned to Hill, "find something for them to do indoors for the next four hours. Make it fast," Hill nodded and typed away on her computer.

"Now, can we get down to business?" Fury asked. I nodded and the man sighed, shaking his head. He leaned over the holographic table in the middle of the room and began the briefing, repeating to me Beck's bullshit story, which I zoned out for, before finally coming to the important bit.

"Only the Fire Elemental is left," Fury finished, "Beck, care to explain what we'll be facing?"

"R-right," Beck replied, shrugging my arm off his shoulder. I smiled and then immediately put it back on, tightening my grip. He grumbled and turned to Fury, "the Fire Elemental draws its power from the Earth's core. If it manages to melt and absorb enough metal, it can grow big enough to blow up the whole world from the inside out...we need to stop it before it does that. It...it's the one that killed my world."

"I am sorry for you loss friend Mystery, but today you shall have your revenge, so swears the God of Thunder!" I cried out. God, I hate falling for his stupid act.

"We have maybe twenty minutes before the next Elemental shows up," Fury explains, "use that time to get ready."

"I need to tune my powers before the fight," Beck spoke up, pushing my arm away and walking to the door, "I'll be there, good luck, all of you," and with that he walked through the door and slammed it behind him.

I turned to Fury, "well he's a sensitive one isn't he? Where did you even find him?"

"He's from another world," Fury sighed, rubbing his forehead, "did you even listen to the brief?"

"Focusing on the details was always more of Stark's department," I shrugged before turning to Peter, nodding, "go ahead Peter, I'll stay here and take care of business. Be with your friends and make it here quick."

Peter nodded, "right...good luck," he walked out the door as well, and as soon as he did I turned to Fury and dropped the smile.

"Thor? Is something wrong?" Fury asked, his hand already reaching for his gun. Good reflexes, at least he got Fury's paranoia.

I turned to the others and took a deep breath. I smelt a mixture of Skrull and human scents. Hm, not all of them are skrulls, and by scanning all their mind's structure alone I could tell only two had non-human wave patterns: Fury and Hill.

I nodded to the side door, "could we speak in private Fury? Hill? I have a message for the both of you from Carol. She insisted it was for your ears only," I turned and walked away, not waiting for a reply.

I knew their curiosity would get the better of them, especially after I mentioned the name of the woman who they considered a Freedom fighter for their whole race. I walked into the adjacent room, a smaller bedroom, and 'Fury' and 'Maria' were right behind me.

As soon as the door shut I turned to them and released a wave of electricity that ran over my body, "now, Talos and… Soren if I remember correctly," the two of them stiffened, "you have ten seconds to explain to me who two Skrulls are impersonating two high level security agents in charge of protecting Midgard from extraterrestrial threats. And please do not lie to me, as you may or may not know, my brother made me hate liars in general. It's an allergy I think, every time someone lies I have this urge to pluck their heads of their necks."

Fury and Maria were silent, looking to the other with fearful trepidation. In their eyes, God had literally threatened to kill them both without blinking. They knew they didn't have a choice.

So with a sigh, they tossed their firearms aside, which was a nice enough, though meaningless, gesture, and slowly began to shift. They morphed from the pale and dark humans the imitated into the green form skrulls were seen to take.

"Better," I replied with a smile, "now, why and where."

"Excuse me?" Talos asked.

"Why did you impersonate Fury and Hill and where are they?" I repeated myself slowly.

"They asked us to," Soren replied, I turned to her and immediately Talos came and stood before his wife protectively, determination in his eyes.

"I'm sorry, they asked you to impersonate them?" I pressed.

"Fury and Hill said they needed a rest," Talos continued, "after the war with Thanos...it became too much for them. They are currently on a Skrull ship enjoying some rest and relaxation."

I was listening to their heart beat, it was even, they didn't lie once. I blinked, "so...you are telling me, Fury, a man who trusts no one, not a single human being, wanted you to become him, impersonate him, which would give you access every single top level classified files of SHIELD, giving you an ideal position to know all of mankind's secrets and weaknesses...because he wanted a vacation?"

"...Yes."

I slapped my face, "that man is a fucking idiot. I swear to god I'm going to….sigh, fine," I shook my head, "this is quite a mess you made Talos. Honestly, you are a sorry excuse for a shapeshifter, I mean, of all people, shouldn't you have released that Beck was lying to you?"

"I'm sorry," Soren and Talos asked together.

I nodded, "Peter figured it out. Your new 'hero'? He's a fraud. He's not from another Earth and his monster, they are fake too."

"How do you know all that?" Talos asked.

"Simple, because I'm the god of thunder," I grinned, "and if you want proof, Peter's right now on his way to getting you some."

"What?!"

 **With Peter:**

He knew he shouldn't complain, but this thing was seriously tight around the groin. The suit was nice though, black and tactical, very much Fury's style. Peter landed in a crouch on a rooftop and moved under the shadows. There, speeding into an abandoned building across the road, was Beck.

He got out of his van and rushed inside, yelling at the top of his voice. Peter grinned, Peter was right, the-eh-the other Peter. God they really needed to do something about their names. He suggested Ben but…

Honestly he had mixed feelings about the man. He was supposed to be him from another world, but he was just so...different. Every since Mr. Stark died Peter's felt his life untangling around him, he hoped this trip would distract him but...well, then Mysterio came along.

But now, see a version of himself who has it all figured out, an answer to any problem and...and a child. For the first time since losing Tony it felt like Peter had someone to look up too. The fact that that someone was himself is kind of an odd statement.

It still seemed too fantastical to be real. The man's story, his life, his powers. He had so many, most Peter and him shared, but a few...well, a few, like that magic glamor spell he used to become Thor, well that just seemed impossible.

But then again, it was a great multiverse and anything that should be possible must be, somewhere.

There was a loud crash, show time. Peter took out a camera, one he borrowed from a classmate, and leaped, landing on the wall of the nearby building, beforeing slowly crawling his way to open window from which the noise was coming from.

He looked inside and turned on the camera. Beck was inside, surrounded by a large group of people with various equipment all around them. He made sure he got a picture of every person's face, just like the other Peter told him too, making sure to get good clean shots at every angle.

"What do you mean the plans off?!" one bald scientist cried out, "today's what the whole plan was about Beck! You can't call it off now!"

"I can and I am!" Beck roared. He grabbed the man by the collar and pulled him close, "did you hear that thunder?!"

"W-what?"

"That thunder! A few minutes ago, did you hear it?!" the man nodded, "that was the sound of the fucking god Thor coming in to help! So do you think we can fight off a God with a few dozen drones?! Do you?!"

Everyone inside grew quite. Beck threw the man aside and turned to everyone else, "get the drones and the equipment and put them away. Take them to the black site and vanish. We don't talk until I say so, until the coast is clear."

"B-but what about our plan? To make Mysterio the next Iron Man?" someone asked.

"The plan's dead, and so is Mysterio," Beck replied, "now can someone get this stupid costume off me!"

Peter's eyes widened, they were planning on running, he couldn't let them! He had to stop them, give the other Peter enough time to convince Fury and Hill of the truth and get them here! He put away the camera and looked around, he needed a plan, quick.

Seeing no other choice he web swung over to the ground snuck his way to the garage door. Grabbing the bottom he pulled the shutter, forcing it upwards with his strength. He then ducked beneath the tiny crack he had made and rolled inside.

Peter found two vans and a dozen random cars inside. He first moved to the van and opened the door, which was lucky unlocked. He reached onto the steering wheel and with a grunt, snapped it off.

He carefully placed the broken wheel back in place, making it seem intact, before doing the same to every vehicle inside. He then rolled back under the shutter and pulled the door down. And then just to insure they wouldn't be able to escape, Peter covered the door with webbing, making it impossible to open again.

Satisfied Peter turned to jump away, only to stop in his tracks and gasped in surprise as he saw Beck starting back at him floating in the sky.

"Peter… so you figured it out. Can I ask how?" Beck didn't smile, nor did he have the air of care he projected before. There was no doubt about it, this dude was totally the bad guy.

"You're going down for this Beck, I'm going to make sure of it," Peter replied, eyeing the area around him. The other Peter said Beck was using holograms to do his tricks, which means the one up there in the air was just a hologram and the real one was somewhere else.

Just then his head started buzz, without thinking Peter jumped, just in time to avoid a rain of bullets that came down over him. I leaped away and landed on his feet, looking up to see several dozen drones slowly gather around Mysterio from inside the building.

"Oh shit," Peter whispered.

"It didn't have to be this way kid!" Mysterio cried out as slowly the drones began to vanish into thin air, replaced by an image of a giant Mysterio that overlapped Beck's own image. A booming powerful voice took Beck's own, " **BUT NOW, I'M GOING TO KILL YOU FOR THIS!** "

The figure lunged at Peter and swallowed him whole. Peter flinched, trying to get away, only to suddenly darkness to capture him.

He looked around, alone, green smoke rising up to kiss his feet. He was panting, his senses on high alert as he tried to figure out where Beck was.

"You didn't want any part of this kid, you never did!" a voice called out as suddenly the world transform into the hallway of a school, "you wanted to just be a normal kid, didn't you? Why did you get involved?!"

Peter's senses flared as a pair of headbeams suddenly came into the frame. A car was coming. He jumped into the air to avoid it, and the car vanished into smoke, replaced by a flash of gun fire that hit Peter right in the chest.

"Argh!" Peter cried out, blasted away, rolling on the ground. He pulled himself to his knees, holding his side.

"I didn't want to kill you kid, I didn't. I wanted you to live, to be a kid...guess you were just too nosey for your own good."

Another flare of the Peter tingle made Peter jump into the air, land on the side of a building and climb it.

"You aren't going anywhere Peter! I'm not done with you yet!" a flare of gun fire riddled the building's surface before him, forcing Peter to jump away from the falling debris and swing his way to the road.

"You are nothing but a bug! You're no hero!" Beck roared as the darkness split to reveal a knife coming after Peter, cutting his web line, dropping him to the ground.

As he fell Peter was hit over and over again by giant green fists that formed out of smokey green circles of magic. They threw him into a wall, allowing him to slowly slid down in pain. He was alive, in a lot of pain, but alive. The armour protected him from the bullets, but they still damn well hurt.

"You are the person Stark passed EDITH too? You?" Msyetrio came out of the darkness, standing before Peter, "you aren't a hero...you're not even a man. You're a child ...and child who's way over his-"

KRAKOOM!

Lightning came burst through the darkness as suddenly the holographic darkness vanished, replaced by the sight of the drone electrocuted from the inside out. Peter gasped in shock.

"Who dares?!" Thor cried out as he landed in the middle of the road, forming a crater as he did. He looked at Peter and then Beck, "you did this?'

"I-I-" Beck stammered, throwing his hands up in surrender, "I didn't-"

FLOOSH!

Thor swung StormBreaker, cutting Beck's head off his body. "Oh my God! Oh my God!" Peter cried out, "wh-what did you do?!"

Thor spat, "what must be done," he stepped over Mysterio's decapitated body and held out a hand, "get up Peter, this is no place for a hero."

"Are you crazy!" Peter hit the hand away, "we were going to bring him in! That was the plan! And instead, you-you killed him?!"

"There was no other way Peter," Thor shrugged, "he was too dangerous to let live."

"Bullshit!" Peter spat back, "I can't believe I ever looked up to you! I can't believe I-I...how are you ever me? How would I ever become you?!"

Thor looked confused, "what are you talking about? Peter, are you okay?" he asked, placing a hand on his shoulder.

"Don't touch me!" Peter threw the hand away, "and you know damn well what I'm talking about. I'm talking about-" he stopped. He looked at the Thor before him and behind his mask Peter's eyes widened to near a comical degree.

"Peter...are you okay? Are you going into, what you humans call, shock?" Thor asked again.

And then Peter realised something that wasn't Thor, that also wasn't the other Peter pretending to be Thor. No, this was...this was a trick.

"I'm fine,' Peter replied, "let's-let's just go."

Just then a black SUV pulled around and out of it stepped Fury, his one eye turning to 'Thor', 'Beck' the drones and Peter. He sighed, "well isn't this a mess."

He shut the door behind him, walking over to Beck's body, "did you have to kill him?"

"He was about to end the man of Spider's life. I stopped him," 'Thor' explained proudly. Fury didn't look too upseat, which made Peter wonder, was this even Fury? Or was it another trick?

"Well around here we do a little thing called questioning," 'Fury' argued back, "we need to know how he got his tech and more importantly if he has more."

"Who exactly is he?" 'Thor' asked.

"Hill managed to find out his name, his real name. He was a former Stark employee looking for revenge. He was after the glasses Stark gave you," 'Fury' told Peter, "you still have them?"

'The glasses, he was after them again, which meant...he's a fake too,' Peter realised as he nodded.

It was a little funny if you looked at this scene. Technically it was all a big act. 'Thor' and 'Fury' were just Beck pretending to be them and Peter was pretending he didn't know.

"Good, give them to me," Fury held out his hand, "as things are right now they are too dangerous to be in the hands of kids."

"Mr. Stark left them to me," Peter argued, already forming a plan on how to take Beck down in his head.

"That may be, but Beck was after those glasses, and I can promise you that he isn't the only one. You want to go back to you field trip, right?" Fury asked, one eyebrow up, "put all of this behind you?"

Peter nodded, "yes..."

"Then give me the glasses kid, trust me," Fury ordered, his desperation barely hidden.

Peter reached down to his utility belt and took out the EDITH glasses. Fury nodded, motioning him to hand it over, Peter held it up and just before he gave them, pulled back, "how did Beck even know about them? Wasn't it a secret?"

"Beck worked on those glasses," Fury explained, pointing to the drones, "you see those things? Those glasses has access to hundreds more just like them, only more deadly. So if we don't get them to safety quick, it's going to be an Avengers level threat Parker."

"Trust the man, Peter," Thor nodded, "he did help form the Avengers after all."

Peter looked to Fury and Thor, and just then, something clicked inside his head. Peter smiled, "you're right," he reached up and pulled off his mask and held the glasses up, "I trust you."

Fury smiled, reaching for the glasses. It was an inch away before Peter pulled back, flipped them open and put them on, "EDITH! Hack into the drones around me and gain access over them all!"

"What?!" Fury and Thor cried out as one, the illusion dropped an in their place was Beck, in an image capturing suit with a fishbowl over his head that had a mic and data running over the surface.

" _Access granted Peter, gaining access now,_ " the AI replied.

"No-no-no!" Beck cried out, typing away into the digital pad on his left arm, typing away furiously.

"Not today Beck!" Peter cried out, firing a web line that caught his arm and pulling him down to the ground, hard.

"ARGH!" Beck cried out as Peter pulled him across the street. He reached down and ripped the tablet on Beck's hand, crushing it in his hand and throwing the shattered pieces away.

"You-you bastard!" Beck cried out, pulling himself up and reaching into his suit, pulling out a gun from inside. He fired, Peter moved, avoiding the bullet. He fired a web line and ripped the gun out of his hand.

"You're not getting me again Beck," Peter replied, crushing the gun with his bare hands, "and you're going to jail, you and your accompalses," he turned looking up to the window, where sure enough all the people who helped dBeck was looking out the window, mouths wide open.

"EDITH, scan all their faces and notify Mr. Fury that these people helped Beck," Peter ordered, "oh, and tell him to get over here as soon as he can."

" _Understood Peter,_ " the AI replied as all the drones formerly under Mysterio's control moved to the window and scanned the faces and registered everyone there. And as soon as that happened Peter heard thunder rumbles and the sound of many, many cars drive over.

A dozen SUV's suddenly came out onto the road and stopped. Agents dressed in black came pouring out into the small European street, with Nick Fury and Maria Hill leading them.

Peter looked at them and then at Beck. He reached out, picked up the man by the collar and shook him. Fury looked at the scene and raised an eyebrow, "something I need to know?"

"Just checking," Peter said before looking at Fury, "EDITH, is this real?"

" _All holographic projections have been terminated Peter,_ " the AI replied.

"So, you did it," Fury noted Beck and the people inside the building, the drones on standby, "drones and hyper-real holographic projectors. Who would have thought," he turned to Peter and nodded, "you did good kid."

KAKOOM!

Lightning roared as 'Thor' came soaring through the air, landing with ease before them, a smile on his face, "he did more than good Fury. He did amazing."

Peter smiled, nodding at the man. He turned to Fury, holding Beck out to him, "he's all yours."

"Right, cuff him," Fury turned to his agents who grabbed Beck and restrained him.

"Inside," Hill pointed at everyone inside before turning to her people, "take them all into custody and lock down this whole building, I don't want a single piece of tech getting out of our sight."

"So I guess you stepped up after all," 'Thor' smiled, patting Peter on the back before leaning in close, "and ah, between you and me? They seem to slowly fit you."

Peter grinned, Fury cleared his throat, gaining their attention, "well, what now Spider-man?"

"Now? I have a vacation to get back to," Peter grinned, almost ecstatic at the thought of actually finishing this trip the way it was always meant to be, "so if you need anything Mr. Fury, call someone else."

"Heh, will do," Fury nodded before turning to 'Thor'. The two exchanged a glace, Peter didn't understand what was going on, but whatever it was, he was sure the other Peter would tell him if it was important.

"Well, then it's time for me to return home as well," 'Thor sighed, "hopefully by now Quill would have made some progress. Come Peter, let me drop you, it's the least I can do."

"Right, thanks," Peter winced as he put his arm around 'Thor's' shoulder. The man looked worried, "it's nothing, just numb," Peter assured him.

'Thor' nodded and the two took off into the night, heading back to Peter's hotel.

 **With the Spider:**

Peter winced as he dipped his boxer clad bruised and battered form into the bathtub full of ice, "stings," he hissed.

"Happenes," I replied, leaning back against the tub beside him, "I remember the days when I came home after a long fight. I had to make sure it healed before May or Ben saw, God, the things I did back then to hide my identity..."

"B-Ben?" Peter's voice hitched.

I turned and smiled, "yeah...I'm one of the few Spider-men in the multiverse lucky enough to still have him in my life...though I honestly don't spend as much time as I can with the man..."

"I see," Peter looked lost, obviously he had no clue what to say to that.

I sighed and leaned back, relaxing against the tub, thinking back to the conversation I had with Talos. How I warned him to contact Fury and demand he cut his vacation short, that if I found out he was still in his place this time next week I would make the next warning much clearer.

I didn't want to threaten the alien, honestly he sounded like he was just covering a shift while his friend took a longer break. The only issue is that by being Nick Fury he gained access to parts of the human world that no one with the same interests should access. Like nukes.

Did Fury even have nukes anymore? Hmm… maybe. Oh who even knows anymore this fucking five years age gap is such bullshit.

"Peter," Peter asked.

"Hm?"

"Can you...can you teach me?"

"Teach you what?"

"To be like you?"

I smiled, "kiddo, you've never actually seen me in action. You don't know what I can do."

"Yeah but...that's not what I meant. I mean the way you just seem to know what to do whenever something goes wrong, a solution for everything. Could you teach me how you remain so in control?"

"You were pretty incontrol today kiddo," I replied, flashing him a smile, "I mean, when you grabbed his wrist tab and tear it off, music to my ears."

Peter's eyes widened, "wait, you were there? You saw him do those things? Why didn't you help?!"

"Peter...did I ever tell you about the first big bad guy I fought? Like serious big bad guy?" Peter's anger clamped down, just a little, so I continued, "it was Doom, Doctor Doom. You don't have him on your Earth but he was a tough conniving son of a bitch. And the first time we fought he knocked me unconscious...If that didn't happen, then the next time I fought him I wouldn't have kicked his ass. That's why I didn't step in, because it was a challenge you needed to overcome on your own.

"Listen kid, as much as I would like to tell you there's a simple trick to being confident or a better hero, they're really isn't. It's simply just...getting back up every time you fail or get knocked down. No matter what, who or why, you always get back up.

Even if you feel broken, like the world was ripped away from you by the seams, like you don't have any ground to stand on, even then...you just keep working on it and one day you'll look back and you won't...you won't believe the things you've done along the way."

Peter was silent, I reached up and touched his chest, "remember Peter, our greatest weapon, it's this and," I tapped his forehead, "this. As long as you have them, no one, no god or man can stop you."

Peter smiled, "thanks...what kind of supervillain name is Doctor Doom?"

"Ha! It's not, his name is Victor Von Doom and he has a doctorate. It's a Doctor Strange situation, the man's lazy."

"Still a stupid name."

"I know right. Oh, you know his catch phrase? 'Doom demands it!' I swear, says it way too many times. I'm pretty sure that's how he gets chicks."

Peter laughed, "stop, it hurts when I laugh!"

I chuckle as slowly silence came down again. "So...speaking of picking up girls...you telling Michelle?"

Peter smiled, "Paris, I'll tell her when we reach Paris, on the top of the Eiffel tower."

I smiled, "that's nice...don't worry, you won't mess this up."

"I didn't-"

"I know you, you have a chip on your shoulder a boulder big. Don't' worry, you'll do fine..."

Peter looked ready to argue, but instead he sighed, leaned back in the tub and smiled, "thanks… hey, what was your first crush like?"

I blinked, "oh, she was a thief. Wore a skintight black leather catsuit."

"Oh...I see..."

"Yup…."

"How did it end?"

I smiled, "who said it ended?"

* * *

 **There we go, Far From Home is technically over. Next chapter will be a breather, also please tell me in the reviews if you have some scencs you would like to see with SI in the MCU. I mean I would love to see how Aunt May would act to an older Peter with a kid. Or even how the Avengers would act.**

 **Anyway, this is the first step of the Spiderverse, after the next chapter we really get into high gear. And thank you all for you well wishes, it means so much and really does help make the mood around here a little lighter.**


	91. Father Daughter Vacation, Finally!

**Two days later, Earth- 199999**

 **Paris**

"I'm so freaking out!" Peter cried out as he paced back and forth in my room.

"Dude calm down," Ned tried to reassure his friend, "tell me the plan again, step by step."

"Ah-right. Step one," Peter took out a black glass necklace, "give her the necklace."

"No, that's step five."

"Right! Right. Step one, ask Michelle out to the Eiffel tower. Step two, find a way to the top of the tower without people seeing us. Step three...ah, what's step three again?"

"Tell her how you feel!" Hope chimed in as her tiny legs kicked under the chair she sat on.

"Right, tell her how you feel, I mean, how I feel. Thanks Hope," Peter smiled as the little girl gave him a thumbs up.

"Step four, hope she feels the same and then step five, give her the necklace," Peter held it up, looking at us with a nervous look, "well?"

"Dude, it's perfect," Ned gave him a thumb's up.

"I want one too!" Hope smiled.

"Your missing one important step," I spoke up.

Peter looked horrified, "what's that?!"

"Step 4.5, what you're going to say when she asks if you're Spider-man," I smirked, leaning back, watching the panic settled in.

"W-what?!" Peter's eyes widened.

"I mean, come on, it's obviously she thinks you're Spider-man," I sighed, "I'm guessing she's been observing you for a while now, probably figured it out."

"W-what? Are you serious?!"

I shrugged, "it's a possibility. Which means you still have to have a response if she does ask."

"I-I ...you mean if she figured out who I am?" Peter asked softly.

I nodded, "yeah...it's bound to happen. I mean...people who are close to you, who know you, they will always find out. By accidently or otherwise."

"Like May," Ned pointed out, "or me."

"Exactly," I replied, "listen Peter, you have a choice, don't think you don't. You can either tell her, or don't. But ask yourself this, do you trust her?"

Peter looked at us and then the glass necklace in his hand, "I...I do. I trust her to keep my secret."

I smiled and shrugged, "not what I meant, but that's good enough," I patted his shoulder and walked to Hope, helping her get down from her seat, "good luck Peter, I hope you get her."

"Y-you aren't coming along?" Peter asked, "I could use the support. I mean Ned's there but you could help me too. You have done something like this before right?"

I blinked, "yeah...but honestly I can't. I have an appointment with a doctor and I can't miss. But don't worry, you'll do fine."

"How can you possibly know that?"

I smiled, opening the door to le tHope through. I turned around and said, "because I know she likes you too. And not just because you're Spider-man," and then shut the door to his grinning face.

In a little cafe a few roads away from the Eiffel Tower was where I found myself waiting. We had reached here last night, Peter's trip was reaching the final leg of its journey, like planned, and he was all wrapped up in his own head about finding a way to confess to MJ about his true feelings.

Hope sat next to me on the table outside the cafe, scribbling away in the notebook I got her with her 24 crayon pack.

I sipped my cup of espresso and smiled at my baby girl. She was so carefree, doodling away on her sheet of paper, drawing a picture of her and I standing before the Eiffel tower which we had visited an hour ago.

I thought back to the past few days, Hope has honestly been handling all of this so well. For a child her age, be it her actual age or mental age, spending four days in a world you have never seen before meeting people you don't know could be a tough pill to swallow.

I was just so glad she wasn't messed up in the head. Last thing I need is Jean burning me alive for mentally scarring our daughter.

I felt a sudden rush of magic in the air. I closed my eyes and sensed a portal closing behind the cafe. I turned, just in time to see Strange walk around the shop's corner, his clothes shimmering as a glamour of a suit was placed over his blue master robes.

"Did you wait long?" Strange asked, a firm nod given in greeting.

"It's alright, got to spend time with my Princess after all," I replied, reaching up and ruffling her hair, "Princess? Did you see who's here?"

Hope looked up, her eyes vacant as her drawing had all her attention, "hi Mr. Strange," she greeted, before going right back to her drawing.

Strange smiled, sitting down across from us, "she seems to be busy."

I chuckled, "that she is...so, why did you contact me to meet? Did you..." I glanced at Hope with worry. I then turned to Strange, trying to discern a single iota of proof on his face that would reassure me that everything would be alright, something small, some reason to believe my daughter would be alright.

And then, the man did the unbelievable: he smiled.

"I found something," Strange reached into his coat jacket and took out a time that had been shrunken down to many sizes smaller, "it's not much, but it is a start."

I took the booklet and immediately it expanded to the size of my head weighing nearly twenty pounds and thicker than a New York milkshake.

I open it up eagerly to a bookmarked page, tagged with a red ribbon. I look it over quickly and discern the meaning of the chapter immediately.

It was about a creature, a legendary demon from another dimension that arose from the ashes of destroyed souls. It had grown into a full grown adult three days after it's birth, killed it's first man three hours after that, killed it's own mother two months after that and destroyed a universe on its fifth year alive.

I looked over the book at Strange and raised an eyebrow, "I hope you aren't implying my little girl is a demon."

"Hardly," Strange smiled, "I already checked...but, the demon's story does have relevance. I was studying it's growth, it's the only thing that even came close to what's happening with Hope."

"I see, and what did you find?"

"Intent," Strange stated, "the demon's growth was spurred on by it's intent of self preservation fueled by its own magic."

"How so?"

"You see the demon was born to a holy woman, it's father cursing her with his spawn as an act of vengeance for her casting him away. The demon's spawn was born and ever since it took its first breath it was fighting for its life. It's mother tried to kill it, drowning, hanging, burning, nothing worked. The demon only grew stronger. I believe something similar is happening with Hope, it's the only explanation."

I groaned, "but she's not in any form of duress, I know, I can feel her emotions. She's never had to deal with anything more than a bad stomach now and then from too much food. She's not..." in danger...but she was...

Strange raised an eyebrow, "you thought of something."

I nodded, "before Hope was born, her mother, Jean, was being hunted down. Inside of her was this entity, a powerful entity. Have you heard...have you heard of the Phoenix force?"

Strange's cup nearly feel out of his hand. "T-The Phoenix Force?" Strange's eyes went to Hope and then me, "y-your daughter is a child of the Phoenix? You knocked up the Phoenix?!"

"Please be quiet, I'm drawing," Hope called out without looking up from her colouring book.

Strange looked surprised at my baby's sass before sighing, rubbing his temple hard, "well that certainly complicate things. How did you even...the Phoenix is one of the single greatest sources of psionic and comic powers in the universe. How exactly did you manage to-" he stopped his rant, glancing at Hope, "-seduce it?"

I smiled, "it has a name you know. And for the record, I didn't seduce her, she kind of seduced me. It was before she became a host, she actually...gave her life trying to save mine and in the process unlocked her connection to the Phoenix. Now having a host it took off, what I didn't know at the time however was that she was pregnant.

"It took me almost a year to find her and get her back, during which time the Phoenix was constantly being attacked by people who wanted to do it harm."

"They were actually able to hurt it?" Strange asked in disbelief.

"She was pregnant, remember?" I motioned of Hope, "the host's pregnancy made the Phoenix weaker, so to speak, allowing her to be captured. My friends eventually rescued her and I made sure those people won't try that again, but...I ended up missing my own daughter's birth...anyway, you were right, Hope did have a lot of duress in the beginning of her life, are you saying that's what caused her to age so quickly?"

Strange was silent, clearly still taking in the revelation I had dropped on his lap like it was nothing. He was silent for a long time before sighing and nodding, "I think I need to do some more research. Now that I know she's a child of such a powerful cosmic entity I may have another lead to follow...is there anything else you wish to tell me?"

"Here," I took out a pendrive, "this has all the notes I remember putting down on Hope's genetic structure and treatment programs. I made sure to leave nothing out and included anything I thought would be important. A warning though, the genetic sequences you're about to see inside is not...well, logical. It's a chimera of several DNA strands and will be quite difficult to understand."

"Whose DNA is it?" Strange asked, taking the pendrive.

"Mine."

Strange nodded, "I see, I'll be careful with this then...tell me how did you prepare for this?"

"Bought the pendrive and spent a few hours on Peter's laptop on the train from Prague," I shrugged.

"Oh, so I take it things are going well?" Strange asked with a smile, the pen drive vanishing into his pen pocket.

"He's a good kid," I shrugged, "a little naive and innocent when it comes to being a hero but if I'm honest so was I. He'll learn."

"Or you could teach him," Strange suggested.

"Was that why you sent me to him? Because you wanted me to be his mentor?" I asked with a hum.

"Yes…."

"Why?"

"Because he needs a mentor. He had Stark but lost him...I can't help think everyday of how lonely the kid feels...I thought it was only right that I offer some sort of guide for him."

"You know, you could do it yourself."

"I'm not the mentor type. I would be a horrible mentor."

I smiled, "Strange, do I need to remind you who taught me magic?"

After that cup with Strange we went our separate ways. Strange promised to contact me as soon as he could with an update, though he warned me it would be a difficult task.

With that done Hope and I spent the rest of the day in Paris seeing the City of Love. I had to drag her away from her drawings at first, girls tend to get caught up in her own world much like her old man, but after seeing a few sights Hope fell in love.

We ate food off of carts, everyone smiled at Hope's utter joy of tasting creepers for the first time. I swear I saw her feet lift off the ground the first time she bit into it.

The city was her next fascination. Every building and alleyway looked like a work of art, making Hope want to run through the streets to see it all. At one point I took her on my shoulders and we flew around the Paris skyline, under a glamour of course.

We even did a bit of shopping, finally getting her something to wear other than the UMF suit. While is was hygienic and sanitary and honestly saved a lot of money on by different designs, there was something about the novelty of physical clothes that just couldn't compare.

I got Hope an entire wardrobe full of clothes, got myself a nice french style suit and coat, and also a few items for the girls back in our home dimension. Seriously, when they find out we went to Paris and didn't buy them anything I would be hanged.

We stored it all away in my bag of storage, which was quickly becoming my most valuable resource, and then made our way to the Louvre.

Hope immediately took a liking to the oil paintings put up, I managed to get a guide book and so every time she showed an interest in any painting I would tell her what it was about and why people loved it.

"Daddy! This one looks so funny!" Hope giggled at the painting of Saint John the Baptist, "what is he pointing at?"

"The sky?" I guessed, "you know, he looks like he's telling a joke. Maybe...oh, I know, he's saying the only thing bigger than you are the clouds in the sky."

Hope looked, her eyes leveled up, "that's not very funny daddy."

I blinked, "...okay..." Hope turned and started giggling at the painting again before moving on to another. I think that was the first time my little girl ever not laughed at one of my jokes. Oh my god...I need to earn back that respect before she losses that too!

"She is adorable," a feminine voice called out.

I turned and standing next to me was a very pretty and familiar blond woman. She wore a sleeveless turtleneck under a brown aviator leather jacket. Her jeans clung to her shapely behind, she looked very much like the version of her from my world, minus the long hair. She had cut it short, frankly, I didn't like it.

She smiled, the kind I didn't need super sense to know it had a hidden meaning behind it. I've seen that smile before on Carol's face, it meant whoever she was smiling at had one chance not to piss her off. Sadly for this version of Carol Danvers I've had that smile leveled at me so many times it's basically lost all meaning.

"Thank you, her mother and I are very proud," I replied with a grin, ignoring her veiled threat.

"I see, are you and her mother still together?"

"Very much so," I replied, "now, are you going to tell me what you want or are we just going to exchange compliments about my daughter? Because frankly I would prefer the latter."

"Alright, fine, enough B.S., who are you?" Carol turned to me with narrowed eyes.

"Ben Riely," I smiled, "and you are?"

"You know who I am Ben...or should I say Thor?" Carol narrowed her eyes.

I blinked, how did she...oh. They figured it out. I wonder how...probably lose security camera or something I didn't check. I smiled, turning to watch Hope, "tell me, is Talos good?"

"He's fine."

"Physically maybe, but his pride must have taken a nosedive," I grinned, "I mean, not only was he played for like a fool my Mysterio, but then again by another human who had a disguise who even tricked a natural born shapeshifter like him. I mean, his ego must have had an axe taken to it when he found out."

Carol raised an eyebrow, "he didn't like it...yelled a little but he'll be fine...you act as if you know him."

"Hm..."

"Do you?"

"Hm..."

"I suggest you start answering some questions Ben before I make you," I snorted at the threat, Carol didn't like that. Her eyes glowed yellow, "and trust me, I can make you."

"How?" I asked, "by torturing me? Because you're not the type to resort to torture. Nore are you the type to kill people without reason. So how exactly are you going to make me Ms. Danvers?"

"How do you know my name?" Carol hissed.

"I know a lot about you Carol Danvers," I replied, "I also know..that we aren't enemies. Tell me, what exactly are my crimes?"

Carol was silent, "you impersonated a god."

"Which isn't a crime."

"Identity theft is a serious crime. Millions of people suffer from it every year."

"Are you quoting Dwight?" I asked, very impressed at the casual meme knowledge.

"Who?" Carol asked, confused.

"You know...The Office? Popular TV sit-com...based on a British TV show of the same name...wildly popular...no?"

"No," she flatly replied, "I'm going to ask you again. Why?"

I sighed, "to find out why an alien was impersonating the world's greatest secret agent," I replied swiftly back, "kettle, meet pot."

"I didn't come to debate ethics with you. I came to give you a chance," she motioned to the doors to the art exhibit where several men and women in black clothes were there waiting, "we have this place surrounded. Come quietly and no one gets hurt."

"Hm, yeah, sorry, have to pass on that," I waved off her threat, "lots to do and very little time. Hope-" I turned, just in time to see two female agents standing behind Hope as she started at a statue of an angel. They looked at me and then to my daughter, the threat hanging in the air.

I turned back to Carol, "tell me...do you really think it's a good idea to threaten someone with their own child?"

"It's not how I would like to do things, but it's the only way to bring you in safely," Carol replied, her eyes narrowed, "we don't know how dangerous you are so-"

"-That's why they sent you."

Carol nodded, "that's why they sent me."

"And here I was thinking you came because Talos went crying to you like a child, and you big mama bear stepped up to teach the mean old man who bullied her cub a lesson."

"Funny, you do stand up?"

"I'm a pretty stand up guy."

"I highly doubt that."

"Hm...so, either I come with you quitely, or..."

"Or I make you. We just have a few questions, after which you can be on your way."

"One question."

"What's that?"

"My daughter."

"Safe, the best care SHIELD has to offer."

"Hm… tempting, but I'll raise you one better. I'll come with you, no problem, but Hope doesn't get out of my sight."

"No," Carol glared, "you will not hide behind a child."

"Listen, Captain Crazy," cue glare that could make warlords cry, "you do not tell me what I can and cannot do with my child. And, one more than, my daughter, is the only reason we aren't doing this the fun way, she's not here for me to hide behind, she's here to act like a buffer for you. So, if you'll excuse me," I turned my back to her and walked over to my daughter.

"Hold it right there sir," one of the agents surrounding my daughter held up a hand in warning, the other reaching for their firearm, "we can't alone you-"

"-Princess!" I called out, ignoring the agent who began to look frustrated, "hey, what'cha looking at?"

"This weird one," Hope replied, starting at a painting and tilting her head to the side to try and look at the kaleidoscopic painting from a different angel, "it just looks like a bunch of lines on paper."

"Yeah, that's called modern art sweetie, it's something you can do," I took her free hand in mine, "so, you want to look at something else? Or you want to go back to the hotel?"

"I want to see more!" Hope cried out, grinning, "this book says that there is this really beautiful painting of some woman that a million-billion people see!"

"A million-billion? Well now we have to see her huh?" I smirked, "come on, let's find this pretty lady. Hey, who knows, it might be a picture of your mom."

"That would make sense," Hope nodded, agreeing with the simple statement of her mother's beauty that any loving child would do.

The clicking of heels rang out on the marble floors as Carol came forward, the agents behind her, "we don't have time to waste, we are leaving, now."

Hope turned and her eyes widened in recognition, "aunty Carol!"

Hope rushed forward, but I scooped her into my arms at the last moment, holding her against my chest, "Hope honey, that's not your aunty."

Hope and Carol blinked, both confused but for different reasons. "But she looks...she's not?" Hope asked, blinking as she recognized the face and voice from memory. Carol didn't visit home as much, but when she did she spent at least an hour playing with Hope.

"But...she looks just like her..." Hope trailed off, looking at Carol with worry and longing for the playmate her memory told her she had. Carol looked at Hope, you could almost see the sense of sorrow and confusion mix with the many questions running through her head.

"Hope, remember our talk about twins?" I asked.

And like a rubber band she snapped back to her senses, "oh yeah! Okay, I get it," Hope looked at the paintings, "can we find the painting now?"

"Sure honey, let's,' I ignore Carol's questioning glance and carried Hope over to the wing where the Mona Lisa was being kept.

The agents and Carol followed us, but they kept silent, on Carol's orders. We spent ten minutes just looking at the painting, I told Hope everything I remembered about it, and after she got bored of all the pictures in the museum, Hope finally agreed to go back to the hotel for a nap.

By the time my feet hit the outside of the Lurve Hope was asleep in my arms. I turned to Carol, who had been quite all along, "I'll be right back."

Carol looked confused, but before she could say anything I formed a portal with my borrowed sling ring and stepped through, closing it before Carol could follow me through.

I walked through the New York Sanctum and found Wong in the kitchen. With his help I had Hope tucked into one of the beds of the building before opening a portal back to the Lurve, promising Wong I would be back before Hope woke up for dinner.

As soon as I stepped back on french soil Carol spotted me. I closed the portal behind me as she ran to my side, "how did you do that?!"

I didn't reply, I simply ask in response, "so, where's the real Fury?"

They drove me to the middle of Paris, a run down neighborhood with buildings built after the second world war. I got out and they lead me into a seemingly abandoned building with darkened shades and high walls that were twenty feet tall.

Inside however the older stone aesthetic was replaced by a modern metal design. I could feel the buzz of the electricity behind the walls around me, wires running through them. I looked around, hearing over a dozen heartbeats inside.

I was lead into a plain white room that was poorly illuminated with a table and two opposing chairs.

"Sit," Carol order as she closed the door behind her, locking the two of us inside, alone.

I pushed back the chair with my foot and sat down. I then turned to the wall on my far left, which I could tell was actually a one way mirror disguised to look like a plain wall.

Behind it were several brain patterns and heartbeats coming out from the other side. One in particular was familiar, "hello Talos, Fury. How wonderful to see you again."

Carol was surprised, she looked at to the glass before her ear piece buzzed. Carol nodded and sat down opposite to me, "Who are you?"

"I'm Spider-man," I replied easily.

Carol raised an eyebrow, "you're a little too tall to be Spider-man."

"I know. And between you and me, I think I'm more handsome than Peter," I wink, "though I have to say he has this cute puppy dog look going for him which will be pretty hard to beat out in the future."

SLAM!

"Enough games!" Carol cried out, slamming her fist into the table, denting it so deep it sank into the ground, "who are you? Why did you impersonate Thor and what do you know about the Skrulls?!"

I rolled my eyes, looked to Fury, who's location I could easily guess, and replied, "My name is Peter Benjamin Parker. I'm from another dimension where when I was fifteen I became Spider-man. A few months later the Chitari invaded and I helped the Avengers stop them and Loki. That however was nearly six years ago and right now I am here, in this world, trapped. If you don't believe me, ask Strange. Don't worry, this time he'll pick up."

I put both of my feet on my table and leaned back in my chair, "until you do, I'll be right here..."

Carol got up and walked out of the room, slamming the door shut behind her. Now I could have tried and read the minds of the people in the room next to this one, try and figure out what they were planning. But honestly, I didn't give a damn at this point.

Just let Strange sort this mess out.

I kicked my legs up and leaned back on the chair, thinking back to my conversation with Strange this morning. Hope's growth has precedence now, it happened before somewhere in the Multiverse and maybe the underlying reason is the same.

Hope was an Ember, a child of the Phoenix and a human, and a chimera of a human at that. My kid was going to be one hell of a power house when she grows up, I just know it. My only problem is I can't figure out why her growth is being affected so rapidly. Maybe it was subconscious? Or maybe whatever embers of the Phoenix force she had in her was forcing this change.

I was so engrossed in my thoughts I didn't notice the time pass as the door to the interrogation room opened again, this time Carol, Fury and Talos walked inside.

I scanned their surface thoughts, they were confused, surprised and a little annoyed. And also the Fury in front of me was the real one, not a skrull in disguise.

I looked at them and raised an eyebrow, "am I still being detained?"

"Why are you here?" Fury asked first, his one good eye on me.

"Didn't Strange explain?"

"He said it was an accident."

"So you believe him when he said I was from another world but not about why I ended up here?"

"I trust his technical expertise, but not his judgement of character," Fury replied.

"Yes, I suppose you are proud of your people reading skills," I sighed, rolling me eyes, "so, how are we doing this? 20 questions or a monologue?"

"How did you come to our world and can others do the same."

I rolled my eyes, "twenty questions it is. I came here by accident, a rift opened up in my daughter's bedroom and we were sucked through it. I don't know if other can be brought here the same way but I do know that there are many, many methods of dimensional travel. Hell, I personally know three."

"What are they?"

"One is the rift I mentioned. The other is a machine a man from my world made and the third is the Reality stone. Not many people know this but with enough juice the Infinity stone can actually open up portals to other worlds."

Fury looked to Carol, both showing concern. "Is there anything else we should know?" Carol asked.

I raised an eyebrow, "are you asking is something dangerous can come out and attack your world?"

Talos nodded, "it's not just their world in danger, it's all our worlds."

I sighed, leaning back, turning to the skrull, "yes."

"What are they?"

"To many to count," I reply, "far too many. If something does come for you though...I hear you have quite a team to help you fight them."

"Strange tells us you are also part of a team back on your...home," Fury prompted.

I nodded, "timeline is different here. I was born sooner, became Spider-man sooner, so I was just in time to help the Avengers stop the Chitari, making me a part of the original team in my world..."

"I see..." Fury looked ot Talos, "and that stunt you pulled with our friend here wasn't appreciated. I doubt Thor would find it funny as well."

I waved off the threat, "Thor is used to being impersonated. Your forgetting I know the guy personally."

"Your world is not ours."

"We have many differences, sure, but more than enough similarities," I grinned, turning to Carol, "for example the Carol of my world would never get a haircut that horrible."

Carol blinked, "I'm sorry?"

"You look like a soccer mom Carol," I replied flatly, "honestly, after the last time you cut your hair on Prozia 4 I thought you decided never to cut it again."

Carol's eyes went wide, "how did you-did...in your world are we-"

"-Friends? Yes we are," I smile, "that's why Hope called you aunty, because you really are her aunt."

Carol took her step back, clearly not able to process the idea fully. Fury noticed this and stepped in, "and what about you and me? Because don't think I didn't notice you tense up the moment I stepped in."

I grew annoyed, had I dropped my gaurd? Damn, I must have if he noticed. I honestly forgot how amazing Fury was at reading people. After spending nearly two years in space you tend to look down on smaller details.

I sighed, "we don't get along, that's true."

"Why may I ask?"

"Because when I was 16 you sent my girlfriend after HYDRA," I stated, much to the Fury's confusion. I continued, "HYDRA sent someone after me, the Winter Soldier," recognition, "so you know him. Good. Anyway, he did something to almost get me killed and you took that time to convince my girlfriend to go after HYDRA for revenge."

"I would never-"

"Her father was an infiltration expert, you know the only way you could get him to target and bring down HYDRA bases for you was by sending Felicia after them. So you sent a seventeen year old after HYDRA armed with only her father's expertise."

Silence. Carol turned to Fury, "is it true?"

"I have never done anything like that in my life!" Fury cried out.

"But you would, if push came to shove," I replied smoothly, standing up, walking around the table. Carol immediately stepped between Fury and myself, I stopped right before her, my gaze locked with Fury, "I don't blame you Fury, I really don't. It was the smart thing to do. But you lied to me, broke my trust, used the woman I loved and sent her into a shit show and you expect me to just smile and nod along? I know you aren't the same man, but trust me, I know Nick Fury, and you just don't change, no matter what world you exist in."

I turned it Carol, "I'm going now. If you need to ask me more questions you'll know where I am," I turned dot Talos, "if I find out you and your people are taking advantage of Fury and Carol's compassion I will end whatever it is you are planning. Secret invasion of the body snatchers or whatever else you have planned, I promise, I will stop you, do you understand?"

"We don't mean war with your people," Talos quickly added, "I have nothing but respect for Fury and Carol."

"But you aren't your people," I replied, "you cannot speak for all of them with certainty."

"If you know me, then you know I trust them with my life," Carol spoke up, "they don't mean us harm."

I turned from Talos to Carol, "did you know...that this is the only universe which I know off where the skrulls aren't invading Earth? Maybe it is an anomaly in the multiverse, maybe...but honestly, if Fury taught me one thing, it's never to trust anyone."

I walked away, stepping out the door. I made my way out the building and let the cool Paris air hit my skin and fill my lungs. I stuck my hands in my pockets and sighed. After all this time...I still can't move on from what Fury did.

I felt like a child having a grudge against a man for so long. But the truth was Felicia was the first person I loved, she also gave me a reason to live my own life and not just Peter Parker's. She was my anchor and he played a part in taking her away. Maybe someday it won't matter, even now it's a fading memory, after all I had more important things to do.

It was night time, the whole day had gone by in a flash. I looked to the corner of the skyline and saw the Eiffel tower off in the distance. Peter was probably confessing to Michelle right now. I smiled, maybe I should go and take a peak.

But before I could fly over the door behind me opened once again as Carol walked out. She had her hands in her pockets and she looked me over.

"How close were we?" She asked.

"If that's your way of asking me if we were dating then no, we didn't go out," I smiled.

"Pity," Carol snorted, walking up to me, "you're pretty easy on the eyes Ben...Peter?"

I smiled, "call me Peter."

"Right...so… you're really the same kid?" Carol asked, referring to this world's Peter.

I nodded, "there are differences. For example I'm far more ruthless."

"How so?"

"I was trained by SHIELD," I replied. Carol looked surprised, confused even before it hit her.

"You were an agent of SHIELD?"

I shrugged, "for a time, before the Avengers became a thing. Then I kind of just became popular to be a covert agent ...hey, want to continue this later? I kind of have to be somewhere."

Carol shrugged, "I get it, you have a kid...which is weird because there is another version of you in the same city who's just a teenager."

I shrugged, "you haven't seen anything yet. Anyway, I'll be seeing you Carol," I opened a portal in front of me, "oh, one more thing: good luck."

"With what?" she asked.

I smiled, "everything," I stepped through the portal and closed it behind me. I walked through the New York Sanctum and found Hope's room.

My angel was sleep with not a care in the world, clutching the book she spent the entire day drawing in. I looked at them and if I was being honest...she was an amazing artist. She might have a real talent for it...maybe, if I'm lucky, her future profession won't be anything like what I do.

After making sure she was comfortable I walked out the library where I found Strange going through many tomes. He noticed me straight away and invited me in.

"So, found anything new?" I asked, sitting next to the fireplace, snapping my fingers to activate the runes hidden underneath the window sill.

Strange noticed my action, "I forgot you actually lived here at one point...no, nothing new. But I do have a possible lead which I'm following."

"How can I help?" I ask.

"This tome is about auras, see if it has anything useful," Strange sent a book through the air into my arms.

I nodded, "will do, thanks," I began reading, absorbed into my work until Strange spoke up once again.

"I need you to do something for me," Strange spoke up, not taking his eyes away from the book, "think of it as compensation for giving you free boarding."

"I can pay you if you want," I smiled.

"I don't want your stolen money."

"You were a doctor Strange, don't give me that holier than thou attitude. I've seen what you charge patients," I smirked, an action Strange replicated.

"Fine, but I still need that favour, it's...odd."

"Shoot."

"In a week's time there is going to be this… meeting of sorts, between the Avengers of this world," Strange sighed, rubbing his eyes, "I promised I would go, I want you to come with me."

I raised an eyebrow, "why?"

"Because I want you to tell them the threats you've faced and talk about what might one day come for us," Strange replied, "you've seen the multiverse and you and I both know certain events repeat itself in different worlds. I want you to be my proof."

"You've just fought a war Strange, is it really the best time-"

"-It is the only time to do this!" Strange snapped. He looked at me and realised his slip up. I stared at him until he finally sighed, "I...I used the time stone to see into the future before Thanos' snapped his fingers. I saw how we won and how we lost. And, most importantly I saw what comes after."

"What comes after?" I asked, my interest peaked.

"War, one bigger than before," Strange's hands were shaking, I same them gripping the edges of the book he had before him, "but I couldn't see anymore. I...I think I died in the future. And no matter what I did, I couldn't find a way past that point in time...more than fourteen million times and not one..."

"...When?"

"A few years...I think," Strange whispered, "I honestly don't know but I...I won't let my universe be slain again like it just was. This time we need to be ready, I'm hoping they will listen to me if you're there to serve as testimony."

I was silent for a moment before nodding, "okay...let's do it."


End file.
